Secure way of accumulating money for joint venture / LLC

Secure way of accumulating money for joint venture / LLC

Member since 2019 · 4 posts · 1 vote

Me and five friends are looking to buy a condo to use as an Airbnb. We'd like to form an LLC, each contribute our money to the LLC, then buy the property in cash. Once we have the property we will consider a refinance to pull some money out.

We all live across the country. The property is in NM so the one friend who lives there, as an active real estate agent, will be handling the closing process. He is the managing member of the LLC.

We've done this before under different a LLC, but this time we're in the middle of setting up the LLC paperwork (he talks to the lawyer tomorrow). Last time me and him signed a corporate resolution before I sent the money to the LLC. This records the transaction and specified that it must be used for buying ownership of the LLC. After the money is collected, the LLC operating agreement is finalized with percentage of company ownership and the temporary corporate resolution used for sending the money is voided.

However, a deal just sprung up and we're trying to operate fast. All of us would have to send money while the LLC is still being created. Obviously I trust him or I wouldn't be doing business. However, everyone keeps telling me to do this the professional/safe way, which is how I came up with the corporate resolution idea for last time. So, is there a quicker option that is still legally protecting? Im deployed right now so it would have to be a wire transfer.

I’m pretty new at all this. The last corporate resolution we did was my first real estate purchase ever. We closed in December and it’s going fine.

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  • Greg ScottPro Member
    Rental Property Investor · SE Michigan · Member since 2014 · 4k+ posts · 6k+ votes
    5y

    If one person is the "managing member" and the rest of you are not involved in the day to day management of the business, this smells of a syndication, not a simple partnership.  You may want to talk with an attorney that specializes in SEC law to ensure you are not violating securities law.  Most will give you an initial consult without charge.

    With a syndication, the SEC attorney creates a Private Placement Memorandum and other legal documents that formalize the process of investing in deals of this nature. Unfortunately a syndication costs several thousands of dollars to set up so are often not financially viable on smaller transactions.  They also can take at least a couple of weeks to finalize.

  • Attorney · Slidell, LA · Member since 2016 · 322 posts · 179 votes
    5y

    Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

    The operating agreement typically specifies that members are purchasing interest or units in exchange for a contribution. In other words, the money wired buys the shares, so not sure what a "corporate" resolution would do that a purchase agreement would not (or escrow with the attorney). However, as @Greg Scott mentioned, if members are not actively managing the LLC, they are buying securities, which is regulated by the SEC. Definitely ask the attorney about that when you meet.

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