How to Disperse Assets When Dissolving an LLC

[needssomehelp]

My question involves business law in the state of: Wyoming

I am a member of a two person LLC in Wyoming. I'm going to be filing chapter 7 in Utah where I live. My bankruptcy is according to our operating agreement, a term to dissolve our LLC and my partner is agreeable to it.

This LLC is not worth much, we've continually valued it at $250 based on the intellectual property it held and the rights to disperse it. We each have a 50% share.

While I have a lawyer for my bankruptcy; he thought nothing of the LLC and when I raised my sincere concern a particularly vindictive debtor would pursue every shred of it while normal people wouldn't (thus costing me a ton of money I don't have; his fee doesn't cover this) I'd rather be done with it all.

My lawyer is not familiar with WY laws and I've been trying to pin down this question all day: according to Wyoming law, how do we have to disperse our assets? Can we take whatever share we wish (like 70/30 whatever) or does it have to be by shares or what?

On a similar note if I do end up with a 50% share and a few pieces of intellectual property at $125 value...would that be protected by my chapter 7 (because the value is so low) or not? Could I sell them or give them away and not have to make that known on my filing papers (I'm hoping to file soon; if I had known I would have done this a year ago)?

I'm going to pay a service to dissolve it so I'm not worried about that, but I definitely need to know what to do with the assets according to Wyoming law. Thank you.

[Mr. Knowitall]

If you and the only other member come to an agreement as to how you will divide your respective interests in your LLC, nothing is stopping you from agreeing.

If you are suggesting that, despite being a 50% owner, you might transfer more than 50% of the assets to your partner in order to frustrate creditors in your bankruptcy case, you risk having a court determine that to be a fraudulent transfer and potentially enabling creditors to pursue the entire value of the LLC.

If your IP falls within your bankruptcy exemptions, your creditors won't get it.

[needssomehelp]

Thanks. No I'd like to give them the share because frankly I'm tired of the business. There is no fraud about it, my debts are almost $200,000 (medical and legal, no credit cards or anything) and I don't even make a living wage, and as said this LLC is really only worth $250. I have to dissolve the LLC, bankruptcies are a dissolvable reason in our operating agreement.

I guess I will cross check with my lawyer about if my IP is all good, and then I'd just keep it if that's the case. I don't want to sell anything to my partner, just when its dissolving I'm trying to figure out if we want to divide it X and X if we can (legally) or if it has to be 50% each.

[notarizer]

If you are suggesting that, despite being a 50% owner, you might transfer more than 50% of the assets to your partner in order to frustrate creditors in your bankruptcy case, you risk having a court determine that to be a fraudulent transfer and potentially enabling creditors to pursue the entire value of the LLC.

If your IP falls within your bankruptcy exemptions, your creditors won't get it.