Corporate Law assignment of llc membership interests

[mjd4365]

A few years ago, a partner and I formed a llc and purchased a small retail business. Due to the large portion of intangible assets (70%Goodwill) in the agreed upon price, the seller agreed to finance. To protect his security interest, for collateral, we provided A signed, undated assignment of all membership interests in the llc in conjuction with our resignations as members of llc,also signed and undated. If this economic decline forces us to default, and these assignments and resignations are signed. Does he become obligated to the llcs obligations as well as it's recievables? (Leases,contracts,accounts payable and recievable)?The good and bad? The assignment states the words "Just as though the assigned party was actual owner"!

 

[army judge]

A few years ago, a partner and I formed a llc and purchased a small retail business. Due to the large portion of intangible assets (70%Goodwill) in the agreed upon price, the seller agreed to finance. To protect his security interest, for collateral, we provided A signed, undated assignment of all membership interests in the llc in conjuction with our resignations as members of llc,also signed and undated. If this economic decline forces us to default, and these assignments and resignations are signed. Does he become obligated to the llcs obligations as well as it's recievables? (Leases,contracts,accounts payable and recievable)?The good and bad? The assignment states the words "Just as though the assigned party was actual owner"!

Without reading the ENTIRE partnership agreement, I can't say for legally certainty.
I can say, that generally, partners share equally in the bitter and the sweet.
Barring a specific provision to the contrary, if there's a $10,000 profit disbursement, you'd share equally.
However, if the partnership agreement gives one partner a 30% interest and the other partner the remaining interest, the hypothetical profits mentioned above would find one getting $3,000 and the other $7,000.

Conversely, if the partnership were to be dissolved, one partner would be responsible for 30% of the losses, while the other would be stuck with the remaining 70%.

For a definitive answer, you should consult with a local attorney.
Most would probably discuss this with you for a $500-600, one time, fee.