Dissolution of a Two Person LLC

[annie2]

My question involves business law in the state of: Arizona

My Husband is a 40% Partner in an LLC, Obviously the other owner is the 60% .
The 60% Owner wants out of the business so it will be leaving it solely to my husband, although nothing along those lines have happened yet. No papers have been filed to dissolve the partnership. I have a couple of questions dealing with the 60% Owner leaving and what that will mean to us

#1 The business owes a few months back taxes to the state (not federal). When 60% Leaves does all that revert to my husband. If it does what would happen if they just completely dissolved this LLC and my husband opened another one?

#2 The 60% owner signed a lease in his own name, used his personal credit, my husband never signed anything nor was his name on anything for that lease, they left that property well improperly. The lease holders have had no contact with the business asking for $ or anything and it has been over 6 months now since they left that building. When the partnership is dissolved is my husband liable for that? If he is ~ again what would happen if he dissolved this LLC and opened another one?

#3 We were personally going to file chapter 13 bankruptcy before Mr.60% decided he wanted out. should we make sure we file before he leaves, what would be better? None of our personal assets, not that we have any, are tied into the company, they are both paid a paycheck.

Thank you ahead of time for taking your time and attention to answer these questions, I truly appreciate it ~ Annie

[SChinFChin]

My question involves business law in the state of: Arizona

My Husband is a 40% Partner in an LLC, Obviously the other owner is the 60% .
The 60% Owner wants out of the business so it will be leaving it solely to my husband, although nothing along those lines have happened yet. No papers have been filed to dissolve the partnership. I have a couple of questions dealing with the 60% Owner leaving and what that will mean to us

#1 The business owes a few months back taxes to the state (not federal). When 60% Leaves does all that revert to my husband. If it does what would happen if they just completely dissolved this LLC and my husband opened another one?

#2 The 60% owner signed a lease in his own name, used his personal credit, my husband never signed anything nor was his name on anything for that lease, they left that property well improperly. The lease holders have had no contact with the business asking for $ or anything and it has been over 6 months now since they left that building. When the partnership is dissolved is my husband liable for that? If he is ~ again what would happen if he dissolved this LLC and opened another one?

#3 We were personally going to file chapter 13 bankruptcy before Mr.60% decided he wanted out. should we make sure we file before he leaves, what would be better? None of our personal assets, not that we have any, are tied into the company, they are both paid a paycheck.

Thank you ahead of time for taking your time and attention to answer these questions, I truly appreciate it ~ Annie

I don't have all the answers for you.

But briefly, and generally, the first thing is in a formal dissolution, LLC members personally assumes the debt of the LLC. so, if I were you, if there are outstanding LLC debts, the last thing to do is dissolve the LLC. Leave it alone.

You can file final tax returns and NOT file dissolution documents.

As to which partner assumes what, it should be in accordance with the operating agreement. Don't have one?? Without it, it'll most likely be 60/40, for debts where there is personal responsibility. Otherwise, it stays with the LLC if NOT dissolved.

As to back taxes. What back taxes?? In some states, like NY, corporate officers, or LLC managing members are held personally responsible for non payment of withholding taxes, workman's comp, unemployment insurance etc.

With all of the above, and your personal bankruptcy, I would get a bankruptcy attorney involved, since we don't have all the details here.

[annie2]

The back taxes are for the last five months of Az state and city taxes.