If my small company went out of business and I dissolved my LLC, can a person or company sue me personally?

Can I be subpoenaed by a state agency or an attorney after my business has been closed?

Asked on July 28, 2015 under Business Law, Florida

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 5 years ago | Contributor

As a general rule, you cannot be sued for debts or obligations of your LLC if you were the owner/a member, even after the LLC is dissolved. As with anything, however, there are exceptions:

1) You can be sued for anything you personally guaranteed, like a business loans, or were personally responsible for, like a "company" credit card (which are really individual card with the company name on it, where the company happens to pay the bills for you but you are still liable for them).

2) You can be sued for certain tax debts, like sales taxes, for which a sole member (or, if more than one member, the member who handled the taxes) can be held liable.

3) You can be sued over your personal wrongful acts, even if done for the company or while working; for example, if you are driving the company car to a client or vendor, but run someonen over, you would be liable for being the at fault driver, not because it was your company.

4) If a creditor can show that the company did not have an independent existence but was simply your alter ego (e.g. you comingled funds and didn't keep any clear dividing lines), they may be able to "pierce the corporate veil" and reach your personal assets.

5) You can be supoenaed if you  are believed to have information relevant to an investigation or lawsuit. A subpoena is about information or documentation, not ownership or liability.


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