Expert Advice When You Need It Most

Can I buy an existing LLC?

Can I buy an LLC that is currently owned by one manager and one member?

My accountant said that if I buy or buy into this LLC, it would dissolve the LLC. Is this true?

Save

Attorney answers (3)

Reputation Level 20
Unless NY law is very different than CA and every other state, your purchase of an LLC would not dissolve it unless its Operating Agreement provided for dissolution (highly unlikely.

As I am not licensed in NY you should consult with a NY attorney to be certain.

The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change.

Reputation Level 11
No, it is NOT true that purchasing any shares or full ownership of an LLC would dissolve the LLC unless there is something in the LLC's operating agreement that requires dissolution of the entity upon a change of ownership, and there are precious few LLCs that have that provision in their operating agreements.

Check the LLC's operating agreement before plunking down your money, but be very surprised if there is a provision in that document that requires dissolution upon change of ownership interests.

THE INFORMATION PRESENTED HERE IS GENERAL IN NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, AS LEGAL ADVICE. THIS POSTING DOES NOT CREATE ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN US. FOR SPECIFIC ADVICE ABOUT YOUR PARTICULAR SITUATION, CONSULT YOUR ATTORNEY.

Reputation Level 14
This is a common misconception that I have encountered with NY accountants. Your accountant is likely confusing partnerships with LLC's. This is because the former ceases to exist once the principals are removed. The erroneous logic follows that a single member LLC that loses its single member also loses its existence. That is not true. LLC interests can and often do survive a complete change in membership. As mentioned before, you want to closely examine the LLC's operating agreement (which even single member LLC's are required to have) to see what the terms and conditions are for transferring interests, substituting members, and dissolving the company, among other things.

Good luck!

Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

Can't find what you're looking for? Ask a Lawyer

Get free answers from experienced attorneys.

 
Ask now