The partnership agreement, should have all these issues in the original agreement. "usually" any formal filing requires the approval of all partners. Depending upon the state, and the written agreement. SPend the money for a lawyer to verify. Seems that there may be alot at stake. Dissolving the partnership may expose all partners to liabilites and other legal issues. (the reason for forming the LLC in the first place) Other options is to file the appropriate paperwork and have the LLC reinstated. Corporations get "administratively dissolved" for a miraid of reasons. (usually not filing an annual report) Filing the report and paying the fee with the state usually reinstsates the corporation. Call a lawyer AND review your agreement. Good Luck!



