Removing a partner from an LLC (Wisconsin)

[Jbanana]

I have a tough one here. 3 other people an I started a 4 person LLC. last year. Our shared %'s were 30-30-30 & 10. The 10% share guy was "bought out" and removed 6 months ago. The company was by no means profitable at the time and he didn't put forth any effort to grow or maintain the business. He ultimitley left in a peacefull manor and no money was exchanged. From day one every partner except for the "10%'r" had an equal monitery investment. Partner #1 and Partner #2 have always done most of the required work with promises from partner #3 that he would get it together. (He was needed initially for the money!) Over the last year partner #3 has virtually fell off the face of the earth, will not return phone calls, and has only sent an apology email because of his lack of professionalism and work ethic to #1 and #2. #1 & #2 continue to try and reach partner #3 with no luck. My question is can we now just start a new company under a new name LLC to avoid any possible buyout with #3? The company is still not profitable and to be honest the bank account is about empty. We feel our options are to give him a couple grand or to just start a new LLC. Having a new LLC name will have zero effect on our actual product and I (#1) have the product name trademarked personally. If we do change our LLC name, boot #3, and keep the same product does #3 have any recourse. Hopefully that wasnt too confusing and I sincerely appreciate any replies.

 

[tranquility]

It depends on the facts. For example, will you be using the first LLC's customer lists? Has the name generated any goodwill?

While it may be possible to do what you want, it is also likely you could be subject to suit for any assets transferred (including intangible assets) and for a breech of your duty of care.

You need to see an attorney who will review all the facts.

 

[Jbanana]

We wouldnt really be using a list or anything the current company uses. We call bowling alleys throughout Wisconsin and there are list right online. When you say has the name generated any goodwill are you referring to the name of the LLC or our product? Our customers have no idea what our LLC name even really is so in that case no. We produce a statewide coupon book that sells to general consumers and I have the name of the book personally trademarked. Hope that helps and thank you!