Once my construction business LLC is dissolved, how long after that can someone bring a lawsuit against me?

UPDATED: Apr 8, 2011

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Once my construction business LLC is dissolved, how long after that can someone bring a lawsuit against me?

Also, will I be sued personally or through the LLC if the LLC has no money or assets left? Finally, besides paying my creditors, tax forms and doing an article of dissolution, is there any other important steps I am forgetting?

Asked on April 8, 2011 under Business Law, Pennsylvania


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

1) If the liability was incurred by the LLC (e.g. for a contract it violated, work it did, or negligence it was involved in), then generally the owner cannot be sued personally--even after it is dissolved--with the following exceptions:

a) If the owner himself personally was negligent, he can be sued owing to his own negligence, not as the owner. For example: driving a company truck to a work site, he runs a stop sign and hits someone. Because he was the negligent driver, he could be sued.

b) In *very* rare cases, if a plaintiff or creditor can show that the LLC was prextual--it didn't have a legitimate independent existence, the owner comingled his funds with the LLCs', the whole point of the LLC was to try to shield fraudulent acts by the owner, etc.--then the plaintiff or creditor can "pierce the corporate veil" and sue the owner personally.

c) The owner is liable for any debts he personally guaranteed or typically on "business" credit cards taken out in his own name.

2) You have identified the main steps you need to do. Make sure you keep all records for several years (e.g. 7), and it might not be a bad idea to let vendors and clients know (especially anyone you had standing orders or ongoing work with) know you'll be out of business.

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although AttorneyPages.com has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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