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Loren
Loren, Lawyer
Category: Real Estate Law
Satisfied Customers: 20123
Experience:  30 years of real estate practice experience.
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Hello, I am selling my house which I purchased under LLC and

Customer Question

Hello, I am selling my house which I purchased under LLC and would like to ask you what documents about the LLC will I need to bring to the closing? I just opened the LLC online before buying the house and pointed my son as a managing member. Do we both have to sign all the documents at the closing or just him? Can I have the funds from the sale wired to my personal bank account or does it have to be LLC bank account?

Thank you!

Best regards,

Maria
Submitted: 3 years ago.
Category: Real Estate Law
Expert:  Loren replied 3 years ago.
You will need a certificate of good standing, a copy of the operating agreement, and a resolution authorizing the LLC to enter i to the transaction. You will both have to sign the resolution but your son is the only one required to sign the other documents as managing member. You have to deposit the proceeds in an LLC account.
Loren, Lawyer
Category: Real Estate Law
Satisfied Customers: 20123
Experience: 30 years of real estate practice experience.
Loren and other Real Estate Law Specialists are ready to help you
Customer: replied 3 years ago.

Thank you for your answer. Could you please be more specific on how to obtain certificate of good standing, a copy of the operating agreement and a resolution to enter the transaction? I did not create any operating agreement when I opened the LLC, I am the 100% shareholder and my son is the managing member and he only files the annual reports with the state to keep the LLC active. If I don't have the operating agreement will I be still able to do the closing? If I need to make an operating agreement do I have to file it with the state as well?

Thank you.

 

Maria

Expert:  Loren replied 3 years ago.

1. The certificate of good standing is available from the Sec. of State's office where the LLC is organized. Sometimes the title company will just look online and get the information from the Sec of State's website and then you do not have to bother.

 

2. Check with the title company doing the closing. They may let you slide on the operating agreement if you just make a resolution signed by you, as 100% membership owner, and your son, as manager. The resolution authorizes the LLC to sell the property and your son to sign the conveyance documents as the manager.

 

3. The operating agreement is not filed with the state. It is just kept in the company file, with each member getting a copy.

Customer: replied 3 years ago.

Thank you for the information. I would like to ask you one more question. After I sell this house I want to close the LLC as I just opened it because of my friend's recommendation. I want to buy my next house under my name so I need to tranfer the money from the closing into my personal bank account in Panama. Could you please suggest me what form of payment I should choose at the closing in order for me to deposit the money to my personal account?

 

Thank you once again.

 

Best regards,

 

Maria

Expert:  Loren replied 3 years ago.
The escrow agent will only be able to issue payment to the owner of record, your LLC. The LLC could then distribute the funds to you as the 100% member and you can do with the funds as you wish, providing you comply with Treasury Regulations regarding transfers to foreign banks.
Customer: replied 3 years ago.

Can I open a bank account of my LLC in a different country? After I sell the property I am returning back home to South America. Do you think I can open the LLC account under the same Florida LLC name and have them wire it directly over there?

Thank you so much again!

 

Maria

Expert:  Loren replied 3 years ago.
I am going to opt out so another expert can assist you because i am not familiar with the foreign banking regulations.
Customer: replied 3 years ago.

Could you please recommend me another expert that is familiar with the foreign banking? I'd also like to ask you if i can legally pospone the closing date. My realtor put a two week closing date just to make the deal happen even though I was telling him I need 30 days to close, he just gave me the last page to sign and later on emailed me a copy. Is it possible to extend the closing by one or two weeks?

 

Thank you very much.

 

Maria

Expert:  Loren replied 3 years ago.
You can extend the closing if the seller agrees because it will require an amendment to the contract.

It occurs to me that your current banker could give you some direction in opening a foreign bank account for your LLC. I am sure that you can. I am also sure that you need to set up reporting for the IRS and Treasury. That is why I think your banker could tell you the process.
Customer: replied 3 years ago.

Thank you very much for your advise! I have talked to my banker and we solve that issue aleady. Now I am having another problem which is with the closing date. I told my realtor that I need 30 day closing and if I can move earlier we can do the closing sooner which is not the case anymore. The realtor put 14 day closing in the contract without telling me that and when he came back for my signature he only showed me the page where my signutare was needed and pack it up right away and left. I asked him the same day when exactly he put the closing on and then he told me this coming friday so I got very upset and told him it's not happening to contact the buyers asap to let them know the closing is 30 days. He said he will try but then he said they don't want to move the closing, he has been lying in to me in many ways just to make the deal happen. Please tell me what can I legally do to extend the closing at least one week and what can the buyers do if they disagree and we don't close this friday?

Thank you very much for your help!

 

Best regards,

 

Maria

Expert:  Loren replied 3 years ago.
A couple of things come to mind. One thing is that you can contact the buyers yourself and explain why you need to extend the date. The other thing you can do is give the buyer some incentive for extending the closing, such as a nominal credit at closing.
Loren, Lawyer
Category: Real Estate Law
Satisfied Customers: 20123
Experience: 30 years of real estate practice experience.
Loren and other Real Estate Law Specialists are ready to help you
Customer: replied 3 years ago.

Thank you, I have tried it but the buyer don't even want to hear about it so I have no other choice then to pack and move before Friday. I have been very upset with my realtor and it got even worse today. He called me to let me know that the closing cost is greater than he thought it would be but I told him wait a minute I asked you to email me the closing costs even before I counter offer the buyer and I was very clear with him that I needed to net a specific amount at the closing and said to him to adjust the sales price accordingly for me to net that minimum figure. In the email he was recommending me one title company that he works frequently with and broke down all the closing costs I need to pay and stated that this is the total amount I will net at the closing. It was little off the number I wanted to net but he said he will pay the difference from his commission. Based on that email and his promise I accepted and signed the offer back and after it was signed by the buyers we had a biding contract. Now the net number is XXXX lower than he sent me in the email because he said he forgot to add other things in it. I resend him the email to prove I had it in writing and told him that I have already compromise from 30 days to 14 days of closing and I am not going to compromise with the net amount. I also told him that I hope we'll close this deal without going to court. He then has been calling me and asking me to meet him for a drink to discuss how he can fix it without paying the difference. I am not willing to negotiate with him anymore. I would like to ask you what are my options and how to proceed on the closing date. Should I contact his broker and let him know what kind of issue I am having with this realtor (the title agency executive is already aware of this situation) and try to solve it with him before the closing and if the broker won't do anything should I do the closing at whatever figure they come to and take the realtor to court after the closing to pay me the difference he guaranteed me I will net in the email? I would never sign the contract if I was not guaranteed to net my minimum amount at the closing by him. I would like to avoid going to court as well and would rather settle it in a peaceful way. Could you please tell me my options and how to handle this before or after the closing? What are my chances of winning this case with the evidence I have at the court?

Thank you very much once again and looking forward to your answer.

 

Maria

Expert:  Loren replied 3 years ago.
First, he is probably receiving a fee from the title company for your business, as well as the commission. So, there is some room there to increase your net.

You should meet with your agent to try to straighten out all the errors this agent has committed. If that does not help, you need to speak with his broker. You are not being adequately represented by them. You may want to retain local counsel to assist you getting this all under control and also handling the buyer.
Customer: replied 3 years ago.

Yes, they just sent me a settlement from the title agency and I could see his fee. It's ridiculous! This agent is my agent, he is only representing me, I just know a name of the buyer's agent that's about it. The question I was asking you was if I can suit him for the money difference he guarantee me to net at the closing not only verbally but also written via email. If that doesn't give me enough evidence then I don't know what would? I solely signed the contract based on this evidence I got from him and he guarantees me in that email to net that amount! There is nothing I can do about it? He is off about 10k that's not even close to the figure I signed the contract based on.

 

Thank you very much.

 

Maria

Expert:  Loren replied 3 years ago.
If he guaranteed you an amount in writing, you would have to prove that it was an amendment to the listing agreement for a breach of contract claim. An email or verbal guaranty is not sufficient to amend a written agreement.

You need to, at least, have an initial consultation with local counsel to review all your paperwork to determine if there is any point in pursuing this as a claim against the agent.

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