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MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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I have a single member LLC (me). It is more of a Ministry and

Customer Question

I have a single member LLC (me). It is more of a Ministry and even though I've never taken a salary or made profit, my accountant has added it to our taxes every year. I do have an EIN for it & a Business Bank Account.
(No employees either)

There are no physical assets. Only community online.

Due to personal reasons I am selling this to a friend for next to nothing. She has already opened up an LLC in her state using the same name as mine. Her EIN number will be here tomorrow and she has opened a Business Account.

I have Disolved My LLC in my state.
I am currently transferring the domains & Facebook Groups/Pages into her name. Her email is now the official email for the LLC. (which is the same name as mine, but is now the one she opened brand new in her state)

I had written all out for her about what all is being transferred and all the passwords etc. Since we are friends she is not concerned that I will not follow through.

Because of the way this has been done, do I need to do a long Purchase Agreement? She is not asking for it. I do want to be covered though. I think I am since my LLC is now Dissolved.
I already have the money from her.


Thank You so much for your time!
Submitted: 1 year ago.
Category: Business Law
Expert:  MShore Law replied 1 year ago.
Thank you for the post, I am happy to assist you by answering your questions. Does your LLC have any debt or is there any potential for it to be sued?
Customer: replied 1 year ago.

No Debt, no reasons to be sued. Any accounts I have are pain monthly and are paid in full. Nothing is outstanding.
Cannot imagine any reason I would be sued, I stated that as well when I Dissolved my LLC.

Expert:  MShore Law replied 1 year ago.
Thank you, XXXXX XXXXX there would be little need for a purchase agreement, but it would be a prudent measure in any event to have a simple purchase agreement executed between you and the buyer whereby the buyer agrees to indemnify you from any claimed act or omission of the LLC. You would not need a long purchase agreement, but a rather simple purchase agreement with an indemnity clause. Please let me know if this does not answer your question or you have any follow up questions.
Customer: replied 1 year ago.

Thank you so much, just a quick follow up from me.


 


You said: You would not need a long purchase agreement, but a rather simple purchase agreement with an indemnity clause.



That sounds like something I could write up simply myself and then have it notarized with a witness, is that correct?


- Also, I would have her sign it as well.



I realize if I write it myself, I am responsible for what I put in it.


 


This is not something I HAVE To go through a LawFirm correct?


Thank you again for your time.


 

Expert:  MShore Law replied 1 year ago.
Yes, that is correct it is something that you could draft yourself. In fact, you can find examples abound online at many legal document sites such as docstoc.com
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience: Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
MShore Law and 9 other Business Law Specialists are ready to help you
Customer: replied 1 year ago.
Im so sorry, but I started thinking that since MY actual LLC is Disolved, I guess I'm listing on the Agreement specifically my LLC from my state??
Or should I enclose like the LLC Document ID. Something to distinguish the 2 LLC's.

I guess I'm saying that using just the name LLC could be confusing since she has one too now in the same name. She did not "get" my LLC.

Anything she does through her LLC of the same name, I could never be held accountable for is what I'm assuming too.
When I Dissolved my LLC of the same name, didn't that protect me from any future issuues with it?

Thank you for clarity. I will add a bonus. I appreciate it.
Expert:  MShore Law replied 1 year ago.
When you dissovled your LLC, that means that the LLC has ceased operations. However, matters arising from the LLC when it did exist can still be the subject of legal action. Further, because she is assuming the assets of your LLC, there still does exist an angle whereby you could be sued. The dissolution of your LLC is not an absolute bar or barrier to suit. Please let me know if this does not answer your questions.
Customer: replied 1 year ago.
So, by being very specific in my 'purchase agreement with indemnity clause' about liability of my closed LLC would be important in protecting myself. Stating that I cannot be held responsible hereafter & assets have been transferred as is.

I will of course look into finding examples. I think what keeps making me feel like its different is she is not operating under my LLC. You have been very patient, thank you so much.
Expert:  MShore Law replied 1 year ago.
Yes, because ultimately you do not want to be liable for anything regarding your LLC or the new LLC which is effectively operating as your LLC (as far as the public is concerned).

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