LLC dissolution and ownership

3 Replies

So here’s something I can’t answer myself, maybe a more experienced member will know this right off the bat.

What happens to a real estate asset's ownership status then the LLC that owns it becomes dissolved?

Here is the twist: The LLC that owns the asset only has a Manager-a foreign LLC.

The foreign LLC has the investor as a member.

I can't quite understand what could prove that the investor is the owner and beneficiary since the investor is the owner of the foreign LLC, but the foreign LLC is only a Manager of the asset holding LLC.

Thank you

Roonaj, 

It's not possible to have an LLC with just a manager and no members. Someone has to be listed as a member. Go back to the operating agreement of the LLC. It's possible that the foreign LLC is not "just" a Manager, but rather a member-manager. In that case, it's a 2 step proof as you've alluded to, 1st you show that the investor is 100% member of the foreign LLC, which is then an 100% member of the LLC that owns the asset.

However, if it's as you say, there is no member of the LLC, then something went really wrong somewhere, whoever drafted up the LLC. Either that, or I don't know want to know what kind of business or scheme you are running =b

Furthermore, you can't dissolve an LLC without winding down its business. So technically you can't just dissolve an LLC while it owns an asset. You'd have to liquidate it, transfer it, sell itc, etc while winding it down. Often, it's transferred to the members. Now I suppose someone can do this improperly, which I suppose would amount to fraudulent activity. Again, I don't want to know what kind of business or scheme you are running =b

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Lack of members might be explained by the entity having never filed the List of Members document, which is due each year.  So a creation of the entity in the Spring, would get a free ride until the new year.  The State Secretary site should have the details on creation date, members and  current status.