If an LLC is now defunct can a former member suefor breach of contractregarding an agreementmade with the LLC?

UPDATED: Jan 1, 2012

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If an LLC is now defunct can a former member suefor breach of contractregarding an agreementmade with the LLC?

I was the only member of an LLC and signed a large contract with a client which required him to pay me a monthly retainer for five years. The LLC is now defunct as I did not renew the registration with the statebut I have been keeping up with the terms of the agreement even after the LLC went inactive. The client has now breached the contract. Can I sue him or did I lose that right when the LLC went away as I signed the contract as a member of the LLC and not personally?

Asked on January 1, 2012 under Business Law, Washington


FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

Good question. If the limited liability company (llc) that you have written about is not in good standing with your secretary of state, under the laws of most states in this country, it cannot bring or defend a lawsuit until it is placed in good standing with the secretary of state.

What you can possibly due is receive a written assignment from the limited liability company to you signed and date by its manager assigning you the large contract with the client personally. This would be allowed. Once the contract is assigned to you, you then have the right personally to go after the client for breach of the contract.

I suggest that you have an attorney draft the suggested assignment of the contract to you.

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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