How to Remove a Non-Contributing LLC Partner in Connecticut

At Turley Law PLLC, we recently spoke with a client dealing with a frustrating but common issue. Their business partner, who had once been full of energy and optimism, had slowly stopped showing up—physically, financially, and emotionally. The business was beginning to suffer, and the client asked us plainly:

“What can I do if my partner isn’t contributing anymore?”

If this sounds familiar, know that you’re not alone—and you’re not without options. Whether you're in a 70/30 ownership split or a 50/50 partnership, when one person stops doing their part, it puts stress on everything else: the finances, the day-to-day operations, and even your motivation. It’s hard to feel good about building something when your partner has clearly checked out.

This kind of situation often starts gradually. Maybe your partner misses a few meetings or delays a contribution they promised. Then it becomes a pattern. You try to be understanding, but you’re the one who ends up carrying more of the load—and it’s not sustainable. That’s when it’s time to start looking at your options.

Start by reviewing your LLC’s operating agreement. This document is like the company’s instruction manual. If it's well-written, it should include language about what to do when someone isn’t holding up their end of the deal. Some agreements allow for the removal or “dissociation” of a member under certain conditions, like failing to contribute capital or fulfill duties.

But what if your agreement doesn’t cover it—or worse, you don’t have one? Don’t panic. Connecticut law has built-in protections for business owners in exactly this situation. The Connecticut Uniform Limited Liability Company Act (CULLCA) provides default rules that fill in the gaps when an operating agreement is missing or silent.

One potential remedy is expulsion by unanimous vote. If the remaining members believe it’s no longer reasonably possible to run the business with that person, and the operating agreement allows it, they may be able to vote the person out. It’s a fairly direct route, but it does depend on what your agreement allows.

Another option is to petition the court for what’s called judicial expulsion. This is a more formal legal process where a judge can remove a member who is engaging in conduct that harms the business or makes it impossible to continue operations effectively. If a partner is violating the agreement, refusing to cooperate, or simply obstructing the business, this may be a viable path.

Connecticut law also allows LLCs to enforce financial obligations. If your partner promised to contribute money—say, as part of a capital raise or a loan guarantee—but failed to follow through, the LLC can demand the value of that contribution. And unless every other member agrees to waive that requirement, the partner can’t just walk away from the obligation.

There are even provisions for derivative actions, which allow a member like you to step in and bring legal action on behalf of the LLC if the company itself isn’t acting. This can be especially helpful when the partner’s behavior is actively harming the business, and no one else is doing anything about it.

In more severe cases—where the relationship has fully broken down, or the company can’t move forward—judicial dissolution may be appropriate. This is the legal equivalent of ending the business altogether and starting fresh. While it’s not the first option most business owners want to consider, it can be a clean slate when things become toxic and irreparable.

Sometimes, though, the cleanest solution isn’t in court. It’s across the table. A negotiated buyout might be the most practical way forward. If you hold the majority stake, you may be in a position to buy out your partner’s interest and move on. It may take some back-and-forth—and occasionally some legal encouragement—but this route can save time, stress, and long-term damage to your business.

What’s important to understand is that you’re not stuck. Whether you’re enforcing the rules in your operating agreement, using your legal rights as a member, or simply trying to create a fair exit for a non-performing partner, there’s a path forward. Every case is unique, and the right approach depends on your company’s structure, documents, and goals.

This is where having an experienced business attorney makes a world of difference. At Turley Law, we help small and medium-sized business owners all over Connecticut and New York navigate these sensitive situations. We understand how personal business relationships can be—and how stressful it is when those relationships fall apart.

We bring not just legal expertise, but strategy, clarity, and perspective. Whether you want to negotiate quietly behind the scenes or take formal legal action, we’ll help you figure out the most effective path with the least disruption to your business. We’re business-minded, people-focused, and committed to helping you move forward.

So what should you do today if this is your situation? Start by collecting your records. Find your operating agreement, if you have one. Make a list of what’s happened—missed contributions, broken promises, unreturned calls. If you’ve spoken to your partner about these concerns, write down how those conversations went.

Once you have a sense of the facts, let’s talk. We’ll help you evaluate the legal remedies that fit your business—and walk you through the risks and rewards of each. Sometimes it’s a letter that solves the problem. Other times, it’s a petition in court. Either way, we’ll make sure you don’t have to go it alone.

If you’re facing a silent partner, a non-contributor, or someone who just won’t get out of the way, know that you have rights—and we’re here to help you enforce them. Let’s protect what you’ve built and get your business back on track.

Feel free to reach out anytime at info@turleylaw.com or visit turleylaw.com to schedule a consultation.