Keeping entities active for liability protection

Keeping entities active for liability protection

Rental Property Investor · Los Angeles, CA · Member since 2013 · 119 posts · 51 votes

I recently completed a project where we purchased a 4-plex in Los Angeles, did a major renovation and then sold the units individually to separate buyers who purchased as Tenants in Common (TIC). The entity structure we used was a limited partnership where I acted as GP via an LLC and then had investors who were LPs. In preparation to dissolve the two entities (limited partnership and LLC) I spoke to an attorney who has advised keeping both entities open for at least four years to protect against 3rd party claims. He also advised maintaining a reserve for contingent liabilities.

Since this is CA the annual cost to keep the entities active would be $800 a piece for CA LLC fees plus a couple hundred bucks to file tax returns.

Is it typical to keep these entities active for liability protection? Would it change if this were a single family flip or a large scale development?

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  • Will BarnardPro Member
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    Developer · Santa Clarita, CA · Member since 2008 · 15k+ posts · 10k+ votes
    5y

    A great question Steve and I think it would be best answered by your attorney. That said, on flips or other single family buy and holds held in my LLC's, I was never instructed to keep the entities open once I sold as long as I was dissolving the entity and not re-using it.

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