Short term rental Sale and dissolution of LLC

[Gary Campanaro]

dissolution of LLC / due to sale of STR

Gary CampanaroPoster

Can you give me your opinion of the best option for Elrod in the following Proposal for closure of LLC and sale of property...NOTE:

• Per attached you'll see just over $298k owed on mortgage
• If sell of property were $398k (current asking price "AS-IS" and inclusive of ALL furnishings)
• $398k - $298k = $100k less 6% Realtor expense approx. $24k = $76k

Option on table...

• Given: Capital Accounts are $75k Elrod, & $76,090 Stewart (due to $1090 put in last week that was NECESSARY)
• Assuming: $76k from Sale of property
  • Elrod gets his Capital account balance of $75k
  • Stewart gets $1k
  • NOTE: any less made on the sell will result in Elrod getting as close to his capital account investment and Stewart getting NOTHING

NOTE: as Stewart has majority investment AT THIS TIME, Stewart will continue as Majority Stakeholder and make all necessary decisions for prompt sale of property. NO further financial investments (capital account increases) by Elrod are required; but, requesting that Customer-facing (Front-Office) support as currently provided continues till completion of sale of property. I will continue all Back-Office, as well as cover any necessary expenses (capital account increases) and effort to promptly sell the property.
Alternate (legal remedy)...

• Given same capital account values as noted above
  • Elrod deposits $1,090 to maintain 50/50 capital account and Voting Rights as equal partner
  • Stewart and Elrod continue to add equally to capital account as necessary till sale of property
• Assuming: $76k from sale of property
  • Elrod and Stewart each get $35,500 after sell of property
• OR it can be any variation between the option on table and alternate.

[Dylan Brown]

Based on what you’ve shared, it seems there may be a misunderstanding of the operating agreement and how liquidation proceeds should be distributed upon dissolution.

It would be highly unusual for an agreement to allow liquidation proceeds to be distributed disproportionately—especially in a 50/50 partnership—simply because one partner didn’t contribute an additional $1,090. Unless the OA explicitly states otherwise, I’d expect the proceeds to be distributed in line with capital accounts and ownership percentages. If one partner has contributed more, they’d generally receive that differential back through liquidation, but that doesn’t typically override the broader 50/50 split structure.

That said, this all comes down to what the operating agreement actually says and how the capital accounts have been maintained for tax purposes. I’d want to review both the OA and the most recent tax return to give a firm answer. Happy to take a look under the hood if that would be helpful.

LLC and partnership taxation gets into the most complex parts of the code when it comes to liquidation and allocations. It's my area of focus, and honestly—I've never seen two deals work exactly the same. So take the above as general guidance until I've had a chance to review the documents directly.