How to Withdraw From an LLC

by Anna Assad

    A limited liability company, or LLC, is a business that is not a corporation but still shields the owners from personal liability for the LLC's debts and legal obligations. The owners of an LLC are typically active in the business's management and daily operations, and the structure of an LLC is usually a mix of a corporation and a legal partnership. Withdrawing from an LLC you are a part of may be necessary if you cannot or do not want to participate in the company any longer.

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    Step 1

    Check the original articles of agreement and bylaws for the LLC. The procedure for withdrawing should be stipulated in the LLC documents. Laws vary by state, but you are typically required to give prior written notice to the other members of the LLC, such as six months before you withdraw.

    Step 2

    Calculate how much you will be paid for your interest if the withdrawal procedure calls for such a purchase. Use the amounts and directions set forth in the LLC agreement to determine the amount you will receive. Review the amount carefully; the amount you are paid may be substantially less than your interest is worth. Do not withdraw if you cannot afford the loss.

    Step 3

    Review the financial state of the LLC. Some states do not absolve you of financially responsibility for the LLC if your interest payment upon withdrawal renders the company unable to pay expenses. Compare the LLC's cash-flow and financial situation to the amount you would be paid for your interest upon withdrawal.

    Step 4

    Draft your notice to withdraw in accordance with your state laws and LLC articles and bylaws. Deliver the notice to all members of the LLC. Obtain proof of receipt from each member for your records.

    Step 5

    Schedule a meeting with the other members of the LLC if the agreement prohibits your from withdrawing. Ask if you may sell your interest in the LLC. You may be able to sell your interest in the LLC entirely to another member or person, but the final approval may have to come from the other LLC members.

    Step 6

    Check the rules regarding filing a notice of withdrawal with your state's LLC, business or corporations department. You may not need to file the notice with your state if the LLC is still going to be operational after your withdrawal.

    Tips & Warnings

    • Consult an attorney if you are unsure about the tax consequences of your LLC withdrawal.
    • If the articles of agreement and bylaws of your LLC prohibit withdrawal, you may be liable to civil damages to the remaining members or LLC debts if you withdraw.

    About the Author

    Anna Assad began writing professionally in 1999 and has published several legal articles for various websites. She has an extensive real estate and criminal legal background. She also tutored in English for nearly eight years, attended Buffalo State College for paralegal studies and accounting, and minored in English literature, receiving a Bachelor of Arts.