How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Zachary Your Own Question

Zachary
Zachary, Attorney
Category: Business Law
Satisfied Customers: 3928
Experience:  Internationational Commercial Attorney
17219180
Type Your Business Law Question Here...
Zachary is online now
A new question is answered every 9 seconds

We are partners in an LLC. Party A owns 50% Party B and C own

Resolved Question:

We are partners in an LLC. Party A owns 50% Party B and C own 50%. Parties B and C want to wind the LLC up as Part A has a completely different view of how the business is run. Can parties B and C just assign their shares to A and be out?

The LLC has cash in bank and no liabilites. Parties B and C are not worried about being paid out they just no longer want to be part of the business.
Submitted: 10 months ago.
Category: Business Law
Expert:  Zachary replied 10 months ago.
Hi,

My name is XXXXX XXXXX I will be assisting you with your legal question.

Yes, this can be done relatively easily. However, it might trigger a taxable event, which you would want to avoid if possible.

How much revenue does the LLC make on a yearly basis?

How much profit does that translate to?
Customer: replied 10 months ago.

Hi Zachary we have been trading for less than 12 mths. Parties B and C are located in the UK party A is in New York. I think current sales are c USD60k

Expert:  Zachary replied 10 months ago.
thank you for your response.

Are either B or C US citizens?
Customer: replied 10 months ago.

no both Uk nationals

Expert:  Zachary replied 10 months ago.
Perfect, as they are UK nationals, they not have to report this transfer to the IRS and thus can likely avoid any sort gift tax issue, and you can simply value the interests at $10K each. You will not have to report this either (as the threshold for reporting is over $100K in gifts).

You would use a form similar to the following: http://www.huskerag.com/images/E0141401/635948_v3_FormofHuskerAgStockPurchaseAgreement.pdf

In it, you need to agree to a payment amount for the memberships in a nominal amounts (say $10 each).

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am credited by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Kind regards,
Zachary
Customer: replied 10 months ago.
So do we need party A's agreement or can we just make the transfer.
Expert:  Zachary replied 10 months ago.
Oh. I thought you were A.

In this scenario, you would need A's agreement to the proposition.

If A does not agree, you can then threaten to simply dissolve the LLC, as withdraw of a member causes a dissolution. So, in other words, if A wants to keep the company going, then he has to accept the gift of your membership, or face dissolution of the company.
Zachary, Attorney
Category: Business Law
Satisfied Customers: 3928
Experience: Internationational Commercial Attorney
Zachary and 5 other Business Law Specialists are ready to help you
Customer: replied 10 months ago.
No we are b and c basically a doesn't allow us any say in how the business is run and won't pay our expenses etc so we are desperate to get out.

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA
 
 
 

Related Business Law Questions