Wednesday, 4 February 2015

Isn't the sale of an LLC a matter of public record and the sale price?

Question

Isn't the sale of an LLC a matter of public record and the sale price?



Answer

As a Franchise Attorney I can say this. The sale of any closely-held business, like an LLC or S-Corp, is not a matter of public record. The sales price is between the parties and is only reported to the IRS. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation



Answer

I agree with Mr. Murphy that the sales documents of a private company are not public records. If there is a lender involved - which could be the seller for some part of the price - there could be a recorded UCC-1 Financing Statement (which tells the world that that creditor has an interest in those assets - warning to subsequent buyers or lenders) and if there is real property involved then there could be a recorded deed of trust or mortgage on the land or building. So, let's say there could be public notice of a transaction but not the contract or its terms itself.

Hope this helps.

(By the way, 9 out of 10 times you would not sell the LLC anyway. That would typically be the wrong way to do the transaction.)

So, use a lawyer so you know what you are doing. Cost/benefit analysis is a "no brainer."

Law Offices of Donald W. Hudspeth, P.C.

3030 North Central Avenue, Suite 604

Phoenix, Arizona 85012

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