What is the proper way to transfer a partnership to an LLC

What is the proper way to transfer a partnership to an LLC

zl1515@yahoo.com	4/21/2008 7:14:44 PM
I have a partnership I want to transfer into an LLC. Can I just transfer the Partnership to the LLC and keep the partnership alive, or do I have to transfer the partnership percentages to the LLC. i.e.- the ABC LLC would own the ABC Partnership, or does it have to be that ABC LLC has a 50% owner in Jane and a 50% owner in Bob.



"Taylor"	4/22/2008 9:57:01 AM
<zl1515@yahoo.com> wrote in message news:75d97efa-4af8-4ee8-b0e3-79cb9a8ae5d6@e39g2000hsf.googlegroups.com... I have a partnership I want to transfer into an LLC. Can I just transfer the Partnership to the LLC and keep the partnership alive, or do I have to transfer the partnership percentages to the LLC. i.e.- the ABC LLC would own the ABC Partnership, or does it have to be that ABC LLC has a 50% owner in Jane and a 50% owner in Bob. You cannot just convert one into another; they are two separate types of entity. You must first form the LLC. Then transfer the assets and liabilities from the partnership into the LLC via a written contract. Then, dissolve the partnership. -- I am not your lawyer, and this is not legal advice. This information is provided for discussion purposes only in this forum. State and local laws may vary. Consult with a local attorney to see how your laws may apply to your specific situation.



"McGyver"	4/23/2008 8:27:52 PM
"Taylor" <taylor@nospam2me.com> wrote in message news:h5idndpHCMwjYZDVnZ2dnUVZ_jSdnZ2d@comcast.com... <zl1515@yahoo.com> wrote in message news:75d97efa-4af8-4ee8-b0e3-79cb9a8ae5d6@e39g2000hsf.googlegroups.com... You cannot just convert one into another; they are two separate types of entity. You must first form the LLC. Then transfer the assets and liabilities from the partnership into the LLC via a written contract. Then, dissolve the partnership. More details: 1. The LLC would normally be owned in the same percentages as the partnership, but a different percentage arrangement is possible if everyone agrees. 2. The first contract would be between the partnership and the LLC to transfer assets, liabilities, goodwill and equity accounts to the LLC in exchange for assumption of the liabilities and the equity account obligations. The second contract, called an Operating Agreement, would be between/among the members of the LLC. That agreement says that the partners' equity accounts are the member's initial capital contributions. The third contract would be an agreement to terminate and dissolve the partnership, signed by the partners. That agreement could be drafted to waive any right to an accounting. As you can see, those contracts are not do-it-yourself projects. This answer must not be relied on as legal advice for the reasons posted here: http://mcgyverdisclaimer.blogspot.com . And I am not your attorney. McGyver

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