Skip to main content

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.

+ Read More

Attorney answers 3


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.

This e-mail may contain confidential or privileged information. If you are not the intended recipient, please notify the sender immediately by return e-mail and delete this e-mail and all copies and attachments. If you are not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. IRS Circular 230 Notice: Unless specifically stated otherwise, any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Unless specifically stated otherwise, this communication shall not be deemed to be legal or tax advice, and no attorney-client relationship shall be deemed to have been created.


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

If you do not like this answer or disagree, please look at one of the other answers provided. It is not necessary for you to try prove this answer is "wrong" or something with which you do not agree. This is a free service for you based on limited facts. Nevertheless, many times you need to consult an attorney with the details to get actual advice specific to your concerns. Do not put too many details in your questions or comments because this makes the information public and could hurt you. Government Regulations contained in IRS Circular 230 regulate written communications about Federal tax matters, including e-mail, between us and our clients. This is another attempt by the government to limit your rights and to extend the control of government over individuals and businesses. Nevertheless, such communications are either opinions or other written communications. This is not an opinion. It is other written communication and was not written to be relied upon, by itself, to avoid any tax penalties. In order to receive assurances of protection from tax penalties from a written communication, you should get an opinion letter. If you would like to discuss an opinion letter relating to any matter, please contact me and I will explain what is involved and what it will cost.


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.

Business topics

Recommended articles about Business

What others are asking

Can't find what you're looking for?

Post a free question on our public forum.

Ask a Question

- or -

Search for lawyers by reviews and ratings.

Find a Lawyer