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I am purchasing an existing LLC incorporated in the state of

Customer Question
Washington. I am an...
I am purchasing an existing LLC incorporated in the state of Washington. I am an LLC incorporated in the state of Nebraska.

What is the simplest & fastest way to do do this transfer so that I have 100% membership and the seller has 0% interest with the least amount of hassle. The Purchase price is $2,500

+ I need to maintain the purchased membership and transfer it to the State of Nebraska.
+ If possible I want to have it to be owned by my current LLC

What needs to happen when purchasing an LLC from another State (WA to NE)?
What do I need to file?
What does he need to file?
How long is the process?
Is the EIN number maintained?
Submitted: 5 years ago.Category: Business Law
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Answered in 11 minutes by:
9/6/2012
Business Lawyer: Attorney Arcadier, Attorney replied 5 years ago
Attorney Arcadier
Category: Business Law
Satisfied Customers: 1,106
Experience: Contract questions and Incorporation questions answered.
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Attorney Arcadier : Simplest way to do it is for the nebraska llc to buy all assets including name and put seller on a non compete. Will you be doing business only in jebraska?
Customer:

Yes I will be doing business in Nebraska, Its actually the case where I am buying all the assets of the company which is iphone and ipad apps, but to maintain the apple iOS store rankings I have to purchase the whole LLC/business. The seller is OK with this and once this is done, I will continue to sell the iphone/ipad app on the Apple controlled app store.

Customer:

so the questions are:



  1. What paperwork do we need to fill out(both parties)?

  2. How do I take ownership of the LLC whereas the seller has 0% interest and I as the buyer has 100% interest.

  3. What do I have to do to "transfer" the LLC to Nebraska? What paperwork?

Attorney Arcadier : 1 and 2 is done with a purchasing agreement where the nebraska llc is the buyer. 3. I dont think you want to do what the question asks. But, in answer to your question, you register the Washington llc in Nebraska as a foreign corporation.
Customer:

hi sorry stepped away back now


 

Customer:

so if I keep the llc in WA, do I have to file taxes there? Do I have to find a WA Tax person?

Customer:

so a simple Bill Of Sale suffices?

Attorney Arcadier : the wa llc will not be earning income in wa, so, you need to file a zero return while the company in wa continues. the bill of sale is legally sufficient but it does not protect all interests that can be protected. A proper purchasing agreement is about 40 pages.
Customer:

do you have a place where I can get a proper purchasing agreement? a Boilerplate template maybe?


 

Customer:

Should the Governing law be nebraska (buyers state) or Washington(sellers state)

Attorney Arcadier : I have one a made myself. We charge 1000 for it. I dont know where you can buy one... governing law should be nebraska... your state.
Customer:

I need a cheaper option. I cant afford that right now...sorry....


 

Customer:

so basically selling the llc for him means selling his interests to a new party. he can choose to sell 100% of the stock to me the new buyer.

Customer:

Once I get this Bill of sale or the purchase agreement signed by all members and new members, do I have to submit this anywhere? like to State of Nebraska?


Does the seller need to submit it to his state?


 

Customer:

What about my EIN number, does that stay the same?

Attorney Arcadier : no... purchase agreement is not filled anywhere. With the state, you will need to name the new officers, etc. The ein number should be kept for both companies for first year. I encountered a similar issue with apple, and they are not flexible at all... you cant change your fein number with them; if you do, then you will need to restart process. So, maintain the fein number for both companies.
Customer:

so how does the IRS know that I (new owner) will be filing the taxes for the new company and not go looking for the old members?


 

Customer:

if we don't file the agreements anywhere...

Attorney Arcadier : you are looking at it incorrectly. Under the law, a corporation is a separate person. an ein number is XXXXX ssn of the corporation. Irs expects llc to file. the president or treasurer signs the tax return. Irs does not care who owns it. I.e. who owns GM? its irrelevant.
Customer:

I'm glad you have Apple experience .... they are hard to deal with...

Customer:

ahh yes ok... :)

Customer:

do you know if apple lets us change bank account information right? just asking since you may know...from previous cases...

Customer:

so a current LLC can own another LLC right? currently the taxes flow into our personal income tax forms...will they both flow into our personal? or the child flows into the parent llc and then in turn that flows into our personal income taxes?

Customer:

gone?


 

Attorney Arcadier : apple will letyou change bank account. They have to pursuant to bank law. yes, again, current llc can own wa llc. Ultimately, both llcs will flow to personal. You need to ask a tax expert for more detail. Please accept answer so i may get credit for my time.
Customer:

excellent answers - thank you....very much,

Attorney Arcadier : you are welcome. Best wishes!
Attorney Arcadier
Category: Business Law
Satisfied Customers: 1,106
Experience: Contract questions and Incorporation questions answered.
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Attorney Arcadier
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