How can I dissolve an LLC when a partner has violated the terms of our operating agreement?

UPDATED: Jun 17, 2009

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How can I dissolve an LLC when a partner has violated the terms of our operating agreement?

My business partner and I formed an LLC two years. It was agreed, per our operating agreement, everything was to be managed jointly and things were good for the first year. Over the last year and a half, she has pulled herself away from the LLC and has nothing to do with the day to day management of the business and I manage the majority of the business. I am willing to take on the liabilities, ie the personal guarantees of the leased space, but I want the assets for releasing her from it. Is dissolving it the best way? Can I dissolve the LLC if she violated the agreement?

Asked on June 17, 2009 under Business Law, Maryland


B. B., Member, New Jersey Bar / FreeAdvice Contributing Attorney

Answered 13 years ago | Contributor

You'll need to look at this with an attorney in your area, and it will start with your operating agreement.  If that has any specific provision about dissolving the LLC, you'll probably have to follow that;  otherwise, there's a procedure under the statute.  It's important to do this the right way, and what that is can be very sensitive to the facts.  One place to find the lawyer you need is our website,

It may be possible to continue the existing LLC after buying her out, or you may need to form a new business entity and transfer everything over.  Again, you need to have all the facts taken into account, to make this decision as well.

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