Do I need to buy out my partner upon dissolution of a LLC?

I started an LLC 5 years ago in Pennsylvania. I brought a partner on board and his share is 49%. We never had a formal Partnership agreement. He never took a salary and just paid expenses. We never really made any profit after paying my salary. He now wants to dissolve the corporation. He is saying to dissolve the company I must buy out him out. My partner never made any capital contributions, he only paid expenses. He also never paid any taxes only I did. My questions are:

Do I really need to buy him out?
2. Is he entitled to back profits (which were very minimal)?
3. If there are no assets for the company, what will he be able to get out of the business upon dissolution?

Begin with the End in Mind:

Habit 2 from Stephen Covey’s 7 Habits of Highly Effective People is “Begin with the End in Mind.” This habit was specifically designed to create effective goals. Is your goal to build the business until you can sell it? Are you envisioning a Franchise or licensing path? Where do you think you are going with this idea?

But this is also critical when deciding partnership term. By this, I mean, whenever you create a contract of any type, you need to consider how the partnership (or whatever) will end. In regards to a partnership – discuss exactly what you want to if one person wants to be released, or if the company is dissolved. When entering into any partnership or business relationship – it’s extremely important to include documentation on EXIT Strategies (up front). This avoids the problem that is now occurring.

When an Exit Strategy is missing

Since there is no contract or documentation in this example, verbal contracts can be misinterpreted and hard to enforce. So if you wanted to dissolve on good terms, consider itemizing the following assets of the company (like dissolving a marriage):

Document/list everything he put into the company ($$)
List everything is he took from the company ($$, and value of any assets)
List everything you put into the company ($$, tax payment and value of any assets)
List everything you took from the company ($$, salary, expenses, value of any assets)
List the profits of the company.
After all the +/- are calculated, and if there’s a remaining balance…. give him 49% of what’s left.
If there’s a -negative balance, decide what you want to do with that (he also owns 49% of the debt).

Show your partner the itemized balance sheet and start a dialog. Be above board and transparent in your dealings and intentions.
Consider hiring an arbiter to assure an amicable solution.

I know your situation is different. If you would like additional information on this topic, please contact LauraRose@RoseCoaching.info

I am a business coach and this is what I do professionally. It’s easy to sign up for a complementary one-on-one coaching call, just use this link https://www.timetrade.com/book/WFSFQ

With enough notice, it would be my honor to guest-speak at no cost to your group organization.