Before we sell our comercial building in los Angeles which is held by a two member california LLC , can we sell the LLC so the profits of the sell of the real property go to the new owner of the LLC?
You can sell your membership interests in the LLC which could include the commercial real estate. However, if your goal is to escape capital gains tax, I am afraid you will realize it one way or another unless you can find some other way to exclude the gain as, for example, with a 1031 tax deferred exchange. You need the services of a tax attorney or CPA with respect to this issue.
I am licensed in California only and my answers on Avvo assume California law. Answers provided by me are for general information only. They are not legal advice. Answers must not be relied upon. Legal advice must be based on the interplay between specific exact facts and the law. This forum does not allow for the discussion of that interplay. My answer to any specific question would likely be different if that interplay were explored during an attorney-client relationship. I provide legal advice during the course of an attorney-client relationship only. The exchange of information through this forum does not establish such a relationship. That relationship is established only by personal and direct consultation with me followed by the execution of a written attorney-client agreement signed by each of us. The communications on this website are not privileged or confidential and I assume no duty to anyone by my participation on Avvo or because I have answered or commented on a question. All legal proceedings involve deadlines and time limiting statutes. So that legal rights are not lost for failure to timely take appropriate action and because I do not provide legal advice in answer to any question, if you are an interested party you should promptly and personally consult with an attorney for legal advice. Also, see Avvo's terms and conditions of use, specifically item 9, incorporated by this reference
If I understand your question, you want to know if you can sell the LLC including the real estate it owns. The answer to that question is: Yes. As Mr. Daymude indicates, there may be capital gains tax issues. So, you should include your tax professional in your decision to sell the LLC.
If this answer was helpful, please mark it as helpful or as a best answer. This answer is for general education purposes only. It neither creates an attorney-client relationship nor provides legal guidance or advice. The answer is based on the limited information provided and the answer might be different had additional information been provided. You should consult an attorney.