Legal Question in Business Law in Arizona

Are the proceeds received from the sale of an LLC considered capital gains whether or not I am a member of the LLC or just an investor?

Is there any way to find the sale price of an LLC and the net profit of that sale?


Asked on 4/09/11, 10:46 am

2 Answers from Attorneys

Donald Scher Donald T. Scher & Associates, P.C.

Your question raises many questions that should be answered, before your questions can be answered. The organization of the LLC and how you transferred money to the LLC should tell us whether you are a member or an investor or a lender. Was the assets of the LLC sold to the buyer or were the membership interests sold to the buyer? The sale of assets or the membership interests is a private transaction and not published or public record. The profit derived from the sale is a matter of accounting and determining the basis for that which is sold.

It sounds to me like you should retain legal counsel immediately and get help sorting out exactly what you did, what your interest was in the LLC, and how to get the information you need in order to make a claim against the others involved.

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Answered on 4/09/11, 12:07 pm
Donald W. Hudspeth The Law Offices of Donald W. Hudspeth, P.C.

I agree with Mr. Scher. Unless you are a lender (promissory note, etc.) then as an investor you are member and as a member you should not have to ask about any of these questions. You would know by being involved in the transaction. Generally, the sale of an LLC would be outside the authority of the other LLC members or manager (majority vote not usually sufficient for out of the ordinary course of business transaction like sale of the company) unless Operating Agreement grants unusual authority. You could be losing out on rights and money that will soon be gone. Hire an attorney to throw a wrench into what is happening until you know what's going on.

Good luck!

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

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Answered on 4/11/11, 11:45 am


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