Transferring seller finance notes & mortgages from our dissolved LLC to ourselves

Transferring seller finance notes & mortgages from our dissolved LLC to ourselves

Rental Property Investor · Winslow, ME · Member since 2008 · 826 posts · 281 votes

Good Day! I used ChatGPT to create a few legal documents to accomplish what I THINK is a low risk transaction. We have retired, by selling our rental real estate. We are holding 3 seller finance notes on those buildings in the name of our LLC Southern Angel Properties. We've dissolved that LLC, not thinking about the notes. We don't want our buyers owing money to a company that doesn't exist. Perhaps there's verbiage in the notes that covers this…i.e. "and its assigns" or such, but I thought I'd do things cleanly. Here's what I came up with.

  1. Create a separate assignment of mortgage from the LLC to us, one for each note each with a schedule A describing the mortgage, listing name, book, page, etc.
  2. Create a COMBINED assignment of notes from the LLC to us, with schedule A listing the 3 notes inc. original balance, date of creation, approximate balance at time of signing
  3. Created a successor servicing authorization allowing either my wife OR myself to receive payments, etc. (vs. having to both sign)
  4. Create a resolution detailing the dissolution of the LLC and the assignment of the notes to ourselves.
  5. Create a “lost promisorry note” document to future proof the possible sale of the notes, etc. (this was a ChatGPT suggestion)

Do any of you feel qualified to comment? Again, there's a good chance I don't really need to do ANYTHING, but again, if one of them defaults…it strikes me as gray that the "plaintiff" would be a dissolved LLC.

Thank you in advance for any perspecitve. (PS, I would notarize most of these, then file the assignment of mortgages with the tax office)

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  • Lender · Charleston, SC · Member since 2019 · 1k+ posts · 1k+ votes
    8mo

    Lawyer time. The assignments of the mortgages and endorsements/allonges on the notes is a straightforward process and happens all the time. I think the issue here is that if the entity has been wound down, who is authorized to dispose of any remaining assets? Can your borrowers claim that you personally cant enforce the debt since you may not be able to legally prove that you are the noteholder? Is there a state procedure for the disposure of entity assets for an entity that no longer exists? Lots of questions that only an attorney is qualified to answer. 

  • Chris SeveneyBusiness Member
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    Investor · VA · Member since 2015 · 21k+ posts · 19k+ votes
    8mo

    Create an assignment of mortgage and get it recorded. Create allonge as well from the LLC to both of you or whoever is going to own it. Scan copies of the original notes and keep them somewhere very safe. Then give your servicer the assignment of mortgage and the allonge and they can start collecting payments based on that entity that just bought it, which is you.

    If you are not using a third-party servicer, which is a mistake, then you'll have to send out to the borrower hello and goodbye letters letting them know the loan was sold, who the new owner is, where payment should go, etc. 

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