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What is my legal standing after resigning from an LLC?

What is my legal standing after resigning from an LLC?

Q: Can I be sued after leaving an LLC?

Yes, you can potentially be sued after leaving an LLC if you violated the operating agreement or if you personally guaranteed debts. If clients are seeking to hold you responsible for unfinished work, it may depend on whether you were officially released from those obligations when you resigned.

Full question:

I have resigned from an LLC. 6 months ago and now my ex-partner has closed the buisness. Clients are calling me to finish their work and threatening legal action against me. What is my legal standing?

Category: LLC
Date: 04/07/2025
State: Colorado

Answer:

When a member resigns from a limited liability company (LLC), the terms of the operating agreement govern the process. In Colorado, a member can resign at any time by providing written notice to the other members, unless the operating agreement states otherwise. If the resignation violates the agreement, the LLC may seek damages from the resigning member (Colo. Rev. Stat. § 7-80-104).

If your resignation was accepted by the remaining members, you might not be liable for any outstanding contracts of the LLC. However, if you personally guaranteed any debts of the LLC, you could still be held responsible for those obligations.

Additionally, if you want to officially end any liability exposure, you might consider filing for dissolution of the LLC.

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

What happens to my responsibilities after resigning from an LLC?

After resigning from an LLC, your responsibilities depend on the terms of the operating agreement. If your resignation was accepted, you may not be liable for the LLC's ongoing contracts. However, if you personally guaranteed any debts, you could still be held accountable for those obligations. It's important to review the operating agreement and any personal guarantees you may have signed.

Can I be sued after leaving an LLC?

How can I protect myself from liability after resigning from an LLC?

To protect yourself from liability after resigning from an LLC, ensure that your resignation was properly documented and accepted by the remaining members. Additionally, consider filing for dissolution of the LLC if you want to eliminate any further liability exposure. Always consult with a legal professional for tailored advice.

What is the process for dissolving an LLC in Colorado?

In Colorado, to dissolve an LLC, you must file a Statement of Dissolution with the Secretary of State. This can typically be done online. Additionally, ensure all debts and obligations are settled before dissolution. It's advisable to consult the operating agreement and possibly seek legal advice to ensure compliance with all requirements.