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TexLaw, Attorney
Category: Business Law
Satisfied Customers: 4430
Experience:  Internationational Commercial Attorney
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We are partners in an LLC. Party A owns 50% Party B and C own

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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.

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 3 years 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

thank you for your response.

Are either B or C US citizens?
Customer: replied 3 years ago.

no both Uk nationals

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:

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,
Customer: replied 3 years ago.
So do we need party A's agreement or can we just make the transfer.
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.
TexLaw and 4 other Business Law Specialists are ready to help you
Customer: replied 3 years 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.