1. SPE will own the 4 llcs (and each llc own a property). SPE has no liabilities, but lets assume that each llcs has liabilities. doesnt it means that SPE has liabilities if the the memebers (the llcs) has liabilities?
A: What you are describing is not an SPE. To be an SPE, the four LLCs must transfer the asset property rights to the SPE, but not the liabilities. If the SPE were to own the LLCs, then you're correct, that the SPE would have the assets and liabilities, and the entire purpose of the SPE would be defeated. If this is what the lender is suggesting, then I don't think the lender understands the SPE concept -- and that would make me very skeptical of the loan offer.
2.How do we decide what percentage each one will get?
A: This is not a legal question. You (and your co-owners, if any) can arrange to use the loan proceeds however you choose.
3.There will be a transfer tax?
A: Yes (unless there is an exception, which may sometimes occur where the ownership percentages of the transferee entity is identical to that of the transferror entity. You're transferring the property asset to the SPE). This is a question of state tax law, and you will have to discuss the issue with your tax advisor.
4.What will happen after the 5 years? - we will have to cancel the SPE llc and get back like it was in the past (each llc own 2 property)- like "undoing" it?
A: You would have to transfer the property back, though you don't have to do so. The return transfer would be subject to the same issues as the original transfer.
5.We will have to do a new title insurance?
A: That's up to the lender. Most real estate lenders require "lender's" title insurance. "Owner's" insurance is your choice to make.
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