If my small company went out of business and I dissolved my LLC, can a person or company sue me personally?

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If my small company went out of business and I dissolved my LLC, can a person or company sue me personally?

Can I be subpoenaed by a state agency or an attorney after my business has been closed?

Asked on July 28, 2015 under Business Law, Florida


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 8 years ago | Contributor

As a general rule, you cannot be sued for debts or obligations of your LLC if you were the owner/a member, even after the LLC is dissolved. As with anything, however, there are exceptions:

1) You can be sued for anything you personally guaranteed, like a business loans, or were personally responsible for, like a "company" credit card (which are really individual card with the company name on it, where the company happens to pay the bills for you but you are still liable for them).

2) You can be sued for certain tax debts, like sales taxes, for which a sole member (or, if more than one member, the member who handled the taxes) can be held liable.

3) You can be sued over your personal wrongful acts, even if done for the company or while working; for example, if you are driving the company car to a client or vendor, but run someonen over, you would be liable for being the at fault driver, not because it was your company.

4) If a creditor can show that the company did not have an independent existence but was simply your alter ego (e.g. you comingled funds and didn't keep any clear dividing lines), they may be able to "pierce the corporate veil" and reach your personal assets.

5) You can be supoenaed if you  are believed to have information relevant to an investigation or lawsuit. A subpoena is about information or documentation, not ownership or liability.

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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