Corporate Law sparky57

[dnoethe]

I looking for help on how to get out of an LLC. I am currently one of seven equal owners in LLC (a). We have an operating agreement that has a sunset clause that will go into effect at the end of 2009. I recently started another LLC (b), so I can do some other types of work. LLC (b) does not compete with LLC (a). I would like for the members of LLC (a) to purchase my part. If not our operating agreement states that the company dissolves. Once I am no longer a member of LLC (a), I would like to do some work that would competes against LLC (a). I have bid some projects through LLC (a), but no contracts issued. If I were to bid them through LLC (b), when I am no longer a member of LLC (a), would I be liable for anything. Any help would ease my decision.

Thanks
sparky57

 

[dee_dub]

What is your position in LLC (a) other than being a part owner? Owners do not owe fiduciary duties to the companies they hold, but directors, officers, or other senior employees may. Your duties to (a) can continue even after you leave the company.

So depending on what you do for (a) now, bidding on jobs in competition with (a) after you leave might still put you in a conflict of interest position that amounts to a breach of your fiduciary duty to (a). If you are in such a conflict, a number of remedies could result. You might be obliged to account to (a) for any profits you realized resulting from the breach.

 

[dnoethe]

I do bid jobs for (a). None of them are under contract right now. We do not have a non-compete clause in our operating agreement. If I were to be bought out of (a) there is no payment for goodwill or non-compete.
Thanks

 

[Michael Wechsler]

You can be sued for anything - whether there is any proof is another issue. If you're worried about being sued, do you think your current partners are thinking the same? Perhaps they may claim that you deliberately put out poor bidding attempts in order to move those clients or potential clients to your new entity the second time around, clean and clear? I don't know. They can claim what they want but you sure would like to get a complete release from liability when LLC(a) is dissolved. Just IMHO.