How Can I End a Business Partnership in New Jersey?

Full question:

I have an LLC partnership in NJ, and need to finish it, as we have no business, and my partner fraudulently used my personal bank account in Miami to try paying his bills. I am afraid he could do more irregular things and have me involved. I live in Colombia, for what he did all the paperwork for the company, but I never signed any paperwork. How can I do this, and how much would it cost?

• Category: Corporations
• Subcategory: Corporate Dissolution
• Date: 04/07/2025
• State: New Jersey

Answer:

It is possible to petition the court for dissolution if you don't have a buy-sell agreement. You may also be able to sue for breach of fiduciary duty, fraud, theft, conversion, or other claims. We suggest you contact a local attorney who can review all the facts and documents involved.

Please see the following NJ statutes below to determine applicability:

42:2B-49. Dissolution by decree

On application by or for a member or manager the Superior Court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with an operating agreement.

42:3-14. Dissolution; when authorized; notice; publication

A limited partnership association formed under authority of article 1 of this chapter (§ 42:3-1 et seq.) may be dissolved:

I. Whenever the period fixed for the duration of the association expires;

II. Whenever by a vote of a majority in number and value of interest, it shall be so determined.

2. Notice of the dissolution shall be given by publication in two newspapers published in the proper city or county at least six consecutive times, and immediately upon the commencement of such publication the association shall cease to carry on its business, except so far as may be required for the beneficial winding up thereof.