If an LLC is now defunct can a former member suefor breach of contractregarding an agreementmade with the LLC?

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If an LLC is now defunct can a former member suefor breach of contractregarding an agreementmade with the LLC?

I was the only member of an LLC and signed a large contract with a client which required him to pay me a monthly retainer for five years. The LLC is now defunct as I did not renew the registration with the statebut I have been keeping up with the terms of the agreement even after the LLC went inactive. The client has now breached the contract. Can I sue him or did I lose that right when the LLC went away as I signed the contract as a member of the LLC and not personally?

Asked on January 1, 2012 under Business Law, Washington

Answers:

FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

Good question. If the limited liability company (llc) that you have written about is not in good standing with your secretary of state, under the laws of most states in this country, it cannot bring or defend a lawsuit until it is placed in good standing with the secretary of state.

What you can possibly due is receive a written assignment from the limited liability company to you signed and date by its manager assigning you the large contract with the client personally. This would be allowed. Once the contract is assigned to you, you then have the right personally to go after the client for breach of the contract.

I suggest that you have an attorney draft the suggested assignment of the contract to you.


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