Who can sell a property owned by a dissolved LLC?

Question

I recently came across a property that had an LLC as the current owner on the deed.  (Texas).  I tracked down one of the directors and he was surprised to learn the property was still in the name of the LLC as he and the other primary director had a pretty bad falling out and he thought the LLC had been dissolved.  I explained how I located him and that Title searches still show the LLC as the owner and that 'someone' has been paying the taxes for the past few years.  The status of the LLC is reported as 'inactive' in state records.

So who can sell the property?  Can this director sign the necessary papers?  He and I are both trying to figure this out b/c he wants his name cleared from the property and he would be happy to sign the property away.  I now have the contact info for the partner but not sure if I should contact him yet if we only need the first director to sign; given the sour nature of their breakup.

thanks!

Bill Gulley · Answer

You have a mess. The LLC was not properly closed and assets disposed of in closing the company, a responsibility of the members or the last member to withdraw.

You might be able to reinstate the LLC and get it in good standing, it can't dispose of RE without being in good standing with the state. That member, might be able to "wind up" the affairs of the LLC and sell, if he is the only remaining member.

If this is a case where members just walked away, they may all still be liable until it's properly closed. Did the members actually withdraw from the company (resign) or did they just walk away?

If the assets become an issue of dormant accounts and assets, the state may be involved as such assets usually revert to the state for disposition, at a cost I'm sure. You may need to go to court.

Go see an attorney with your LLC member to get the best option on what to do. :)