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Roger
Roger, Lawyer
Category: Real Estate Law
Satisfied Customers: 26108
Experience:  BV Rated by Martindale-Hubbell; SuperLawyer rating by West
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I want to know if a certain structure of an investment is legal.

I have an interest in LLC1  by purchasing 1 share for $50,000 on 9/14/06.



The investment was set up by a realtor
LLC1  and LLC2 were formed to purchase an interest in NLG LLC  for the purpose of acquiring land near in Idaho.
I do not own any shares of LLC2.
The  reason for 2 LLCs was for each to stay under some limit of a maximum amount of investment.

CL1 and CL2 are Arizona Limited Liability Companies,

NLG is an “Idaho Limited Company” per the Operating Agreement of the NLG.



My Questions:

Is the structure of the investment proper?
Can a realtor sell shares in an LLC that buys interest in another LLC?
If not, what license was needed to set up such an investment?
If not, how and with whom should I file a complaint?

Submitted: 8 months ago.
Category: Real Estate Law
Expert:  Roger replied 8 months ago.

Roger : Hi - good morning. I'm here.
Roger : Give me a moment to read your post....
Roger : The structure of the investment is not concerning based on what you've posted. This type of structure is common.
Roger : LLC's don't have "shares", but the realtor could sell membership interests in the LLC.
Roger : There could be state-specific licenses, etc. for real estate companies, but that would be a question for a local attorney.
Customer:

Ok thanks

Customer:

What state are you in?

Roger : Sure.
Customer:

Just so I'm sure she sold an interest on one LLC but that LLC only bought interest in another LLC.

Customer:

Just so I'm sure that you understand she sold an interest on one LLC but that LLC only bought interest in another LLC.

Customer:

Some people believe that was a security and she in not licenced to sell a security.

Roger : I don't know that an interest in a business entity is a security.
Roger : It's not uncommon for an LLC to own interest in another LLC, however.
Customer:

This occured in California but I I have shared inother posts the LLC I invested in is an Arizona LLC

Customer:

OK thanks. What state are you in?

Roger : Generally, a security is an investment in a profit-making enterprise that is not run by the investor. If a person invests in a business with the expectation of making money from the efforts of others, that person's investment is generally considered a "security" under federal and state law.
Roger : Conversely, when a person will rely on his or her own efforts to make a profit (he or she will be an active owner of an LLC), that person's ownership interest in the company will not usually be treated as a security.
Customer:

Hey The chat window is very small??

Customer:

How do I make it bigger??

Roger : it is - - don't know why.
Roger : I'm not sure...
Customer:

The site has many operational issues!

Roger : 2 sites have been merged into one, and there are some issues occasionally.
Customer:

I am a member of the LLC but not a manager. KK is the manager. So the structure was fine?

Customer:

2 sites? What were they?

Roger : Yes, that would be a general structure.
Roger : justanswer.com and pearl.com
Customer:

Ok

Customer:

And what state are you in?

Roger : I'm licensed to practice in courts of Texas, Louisiana, Mississippi, Tennessee, Kentucky and Ohio
Customer:

Ok You have been big help but shouldn't I be using someone licensed to practice in California and Arizona?

Roger : This site is set up to provide general info only, so thats in required. But you definitely would want to consult an attorney in the relevant state to pursue the matter if you choose.
Roger : Also, most LLC laws are general and are practically the same everywhere.
Customer:

My issue involves real estate law as well. Doesn't that vary a lot from state to state?

Roger : Yes, they certainly can. However, we're well versed in researching the law all over the country. But, If you want an attorney in a specific state, we can close this out and you can begin a new question and begin it by stating you want an attorney in __________ state.
Customer:

Thanks I will try that.

Roger, Lawyer
Category: Real Estate Law
Satisfied Customers: 26108
Experience: BV Rated by Martindale-Hubbell; SuperLawyer rating by West
Roger and 5 other Real Estate Law Specialists are ready to help you

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