Wednesday, May 23, 2007

I am dissolving my LLC that I started early in the summer.Do I have to fulfill contracts that I signed? -

My company was an automotive magazine, and I was paying a distribution company to deliver my magazines weekly. The owner of that company is telling me that I have to continue for another 30 days, otherwise I will be responsible for entire contract. If I no longer have a magazine to be distributed, can he do this, even if this is in the contract? Also, if I am out of business, can he come after my personal assets? I am a one member LLC.

It depends on the contract. The contract would have provisions in it having to do with all that. Also, you would be liable if a part of the contract specifically states that you are signing it personally besides signing it as a representitive of the LLC. You should check with a lawyer, though, because it really does depend on the wording of the contract for how much and for how long you or your LLC are on the hookI think that if you didn t sign anything saying that you have personal liability, then he can t go after your personal assets. Just because you don t have a mag to distribute doesn t mean that he can t hold your biz to a contract that says he needs 30 days notice to dissolve the contract. I assume that is the 30 day issue? Without seeing the contract, it is hard to give you a more definite answer, and I am not a lawyer either.

I will add to Neil s statement. I agree with him as well though. It also depends on your operating agreement. Do you have one? If not, since you are a SMLLC, you are likely going to be liable. If you do have one, it depends on how it was written to determine how personal liability is concerned.

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