Real estate in an inactive LLC

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abecedarian

Well-known member
Joined
Jul 17, 2005
Messages
131
What a day. A stranger called me today. It turns out, I own an LLC name that was once owned by him. It was an inactive name when I found the name and  when I took ownership of it, it was was reactivated.

Here's the kicker:  this stranger placed a property in the name of the LLC which eventually he let lapse into dissolution by not paying the annual registration fee and/or filing the required annual reports for the LLC name
He wants to sell the property and can't because technically my LLC owns it!  Before the conversation went further, I told him I had to take another call. He's called me several times since and wants me to help him. This help was expressed as me signing a quit Claim Deed.
Is this a scam? Shouldn't I charge for helping him?
 
I would ask your lawyer to review any contract (like the quit claim) before you sign it.

It appears that you have him at a disadvantage (you technically own his property), but the right thing to do is sign a release. I'd be curious to know if there are any liabilities associated with that old LLC name? Property could have taxes associated with it.

JR
 
A Quit Claim is a remarkably lame document. For five bucks I would Quit Claim the Brooklyn Bridge. That's meaningless, nobody ever thought I had claim to ownership of the Bridge. But it would be perfectly good paper.

You *really* want to talk to a local Title Agent.

IIRC (fuzzy) in NJ a good transaction was sold on a Deed And Warranty. The sellers not only gave a Deed, they Warranted that if any other claimants appeared, they (sellers) would defend or settle the claim for no damage to me. (This was of course an insurance policy, issued after due-diligence of the property history and a payment.)

OTOH, in Maine apparently title normally passes on a Quit Claim from the nominal owner, but the buyer is urged to purchase Title Insurance. As I was buying from a bankrupt homeowner with his predatory lender at the table, I was a bit concerned, but our title agent said this was cool. I may have got QuitClaims from both Glenn and LandShark Loans. With the insurance, it is really the same as above except for which-side pays for the policy.

> Is this a scam?

I don't *see* how it scams you. You should demand some consideration (money or trade) for the Quit Claim; One pound (dollar) is traditional. Since you apparently have no true Claim in the property, this may not be required; but he is Motivated and you are not. A buck binds the deal. If you have to take off work and go to the Closing (a good idea), you should be paid a professional day-rate for your time (ask $500). However I hear that in civilized lands, closings today are all emails?

Important: IS he the former owner of the LLC name? Or plausibly connected (son, verifiable partner)? If not, be very suspicious.

Does the time-line of his LLC match the time events of the property? If he held the LLC 1990-2000, but the courthouse records show the property transferred in 2005, that is odd. Again a local Title Agent will know how such deals are recorded and interpreted.

Be very careful about names. Near here, a guy was chairing a charity but also had a property management LLC. Turned out he was diverting donations to a similar-name sub-LLC and pocketing the money. Aside from you not wanting to enable such fraud, in the blow-up many innocent parties are being subpoenaed to testify to the fraud and tax investigation. 

The whole idea of an LLC holding real property has problems. Real people own real property. When real people "lapse" (die) there is a whole estate process to close-out their assets. The earliest corporations were single-venture partnerships, the shareholders paid-off and corporation closed when the tea-ship came back from China. Of course today's corporations live forever, but almost-always a failed corp goes through Bankruptcy to settle the assets and claims. However LLCs "lapse" every day with no accounting. This should be sending red-flags through the real-property system (including title insurance companies). IMHO that property is ownerless. However there may be some accepted way to handle it. This would logically include quitclaim from later owners of the LLC name. It could be that you agreed that you would "take over" his LLC by your paying the LLC fees and buying the property of his LLC. Lawn services probably go hand to hand this way every year. He (and his buyers) need to know that you do not have any Claim on that property. But as with the guy putting charity into his business, you can't know if it is that simple.

OH!! You also want a reciprocal paper, saying that AAA LLC (2015) is NOT responsible for any debts, liabilities, or obligations of AAA LLC (2005), that the two shells are NOT related. This paper has no intrinsic value, but is something to show to debtors, judges, and taxmen who come after you for his failings. Of course they may not take it at face value: playing shell-games with LLCs is an old dodge. It might help to document the general nature of the two businesses (if he did lawn-service and you do electronic design, that's suggestive).
 
PRR said:
OH!! You also want a reciprocal paper, saying that AAA LLC (2015) is NOT responsible for any debts, liabilities, or obligations of AAA LLC (2005), that the two shells are NOT related. This paper has no intrinsic value, but is something to show to debtors, judges, and taxmen who come after you for his failings. Of course they may not take it at face value: playing shell-games with LLCs is an old dodge. It might help to document the general nature of the two businesses (if he did lawn-service and you do electronic design, that's suggestive).

+1... this is the only exposure I could imagine... The confusion from two similarly named entities is not good.

JR
 
Sounds like an accident waiting to happen. I don't know if this is possible but I'd look into it. I'd try to amend your LLC name from AAA to AAA Electronic Design or some such and sell the old name back to him. Wash your hands.
 
> sell the old name back to him.

That too is a Process:
http://smallbusiness.chron.com/sell-llc-texas-11252.html
http://smallbusiness.chron.com/happens-llc-foreclosed-bank-41335.html

These mini-articles are for Texas; as noted the details vary by state. But an LLC transfer needs to be recorded with the Secretary of State (whatever office issues the LLC papers). Apparently you should also notify the IRS of the change. Any banks involved also need to know.
 
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