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utb21

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  1. Much appreciated. Will seek professional advice.
  2. Thank you for your response. I understand that LLC members are generally not personally liable for LLC debts. I included the quoted statement as evidence that the operating agreement echoes that sentiment (also does not address individual liability for additional capital contributions). Assuming the operating agreement says nothing else about capital contributions, is my original analysis correct?
  3. I am a minority member of an LLC. The entity reported a $200,000 loss in 2011 and has been essentially dormant since then. I attempted to withdraw from the entity several years ago - but for the sake of this discussion, let's assume I am still a member. The managing members decided to wind this entity down, and the 2017 K-1 shows $200,000 of "income" due to forgiveness of a debt. But the operating agreement states that, "No member shall be liable for the debts, obligations or liabilities of the company, including under a judgment, decree or order of court." My question: if I am not liable for the LLC's debts, why would forgiveness of that debt constitute income to me?
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