When an LLC "becomes" an S-corp, it really only changes its tax filing status, from filing as a partnership to filing as an S-Corp.  The LLC is not dissolved in the process.  It is possible to dissolve an LLC.  If that is indeed happening, and you have an operating agreement or articles of organization stating that you own 33%, if the other two want you out, they should pay you for your third based on the value of the company.  If, however, the company has only debts and no assets, you are out of luck, and probably should be happy to be rid of your 1/3 share of the debts.