What is the Best Way to Dissolve a Partnership?

I am the CIO of an LLC. Our operations are out of Phoenix, the company is based in Nevada. I am at my wits end with my partners. There are too many conflicts of interest and I find myself negotiating my morals everyday with them. Our business has potential and we have over 3500 customers, but we may be developing too much liability and my partners are too shady to continue with anyway. The business is a technology business and I'm the developer, my partners brought the money to the table initially and until recently the company was self sufficient. I asked them repeatedly to sign a partnership agreement and they never would, so there is no specific procedure to wrap up the company. I met with a guy last night who recommended that I create a stock purchase agreement and ask the guys to buy my stock for $1 per person. So that there is a financial transaction that shows I sold my interest in the company for real value. My dad said that was a bad idea because then (in the end) someone can prove that I benefited directly from the sale of my interest. He recommended that I tender my resignation to my partners, return my ownership percentage to them and mail myself a copy of the resignation. His logic is that since I am a minority owner, I wouldn't face the brunt of any future liability but I wont get out of any current liability anyway. The other thing I should mention is that the end is coming. When I leave, my partners will not know how to run the technology I built and it will come crashing down with a resounding thud. And thats only if it doesn't come apart from their continued financial mis-management first. What is the best way to get out of this, specifically to limit my liability moving forward? Is it necessary to dissolve the company or can I sell the stock or just resign?

1 year ago - 3 answers