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Purchase of Assets with loan from one partner but purchase agreement with other. Who has ownership in LLC partnership

New York, NY |

I brought a business opportunity to my current partner who made a loan to the LLC. Part of the loan was used to pay my former partners for their share of the assets from the former business. The purchase agreement was made between my former partners and myself. Who has ownership of these assets now that my current partner says he owns everything.

Attorney Answers 3


  1. It would depend on the agreementbyounmade. You say a loan was made to the LLC to allow the LLC to buy out the remaining partners. If thatvwascthe case the LLC would own those assets the remaining partner s would own the LLC and the LLC would owe money to the person who made the loan. Yta you refer to the lender as your new partner o's something seems to be missing. You should schedule a consultation with an attorney to review the written documentation and the missing details in order to give you an accurate answer.

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  2. Please get a good tax and business lawyer! You are demonstrating the problem with business owners trying to form and run a business without proper legal advice. It sounds like you do not have an Operating Agreement or a contract between you and your fellow business owners. Without reading the documents you have, no one can give you effective advice.

    Good luck!

    Ron Cappuccio
    www.LLCLawyer. com

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  3. It does not sound like either of you understand or are respecting the corporate form, based on the facts presented.

    If you are accepting money in an LLC, then signing contracts personally and using LLC money to pay those contract, that is abusing the corporate form. You cannot treat the LLC bank account as your own.

    Also, was this really a loan to the LLC or was it a purchase of equity? If it was a loan then the new partner does not have an ownership interest. If it was a purchase of equity, then yes the partner has an ownership interest proportionate to the amount of equity purchased, not everything.

    I have not read any of the agreements between the parties or the operating agreement for the LLC, this is all based on the limited facts in the question.

    You should get an attorney in your area to advise you.

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