QUESTION

I started a LLC in Pennsylvania earlier this year with two friends. We''ve had a falling out, they won''t tie up loose ends, how can I take control?

Asked on Jul 12th, 2012 on Business Litigation - Pennsylvania
More details to this question:
We''d been working together in video for years before, but decided to officially incorporate. I filed out the Articles of Incorporation, registered with the IRS, and submitted an 8832 to change our classification because the IRS registered me as partnership. Their signatures are on all the paper-work except registering with the IRS, that was done online. After all of this was done, and before we had an operating agreement in place, one of the people stated he wants to quit, and the other basically abandoned the company. I''ve tried on multiple occasions over the course of a few months to get them to finish it out but there hasn''t been any effort on their part, almost to the point of avoiding the issue when it''s talked about. Without an operating agreement, I can''t do basic things for my business like get a bank account. I learned the hard way about having operating agreement before incorporating. What are my options to move on?
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1 ANSWER

Litigation Attorney serving Greenwich, CT
Partner at Hilary B. Miller
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Walk away -- that's your option. Start a new entity on your own and move forward. By the way, "partnership" is the proper taxation election for an LLC wth more than one member.
Answered on Jul 13th, 2012 at 6:57 PM

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