Dissolved LLC owner property purchase confusion
Hello all. We're trying to close on a seller financed mixed use building. However, it came out kind of late in the game that the property is not actually owned by the seller. It's owned by a dissolved LLC in care of him. His ex-wife was the former registered agent and is now out of the picture and no longer involved in the property except on old documents.
We’re not sure of this deal is going to be able to close without our seller as the official owner, but there seems to be no other option. Any ideas on how we can save this deal?
#2 All Forums Contributor
- Investor
- Virginia
Quote from @Sarah Moore:
Hello all. We're trying to close on a seller financed mixed use building. However, it came out kind of late in the game that the property is not actually owned by the seller. It's owned by a dissolved LLC in care of him. His ex-wife was the former registered agent and is now out of the picture and no longer involved in the property except on old documents.
We’re not sure of this deal is going to be able to close without our seller as the official owner, but there seems to be no other option. Any ideas on how we can save this deal?
They may need to un dissolve the LLC. I would be asking the title company and my attorney what are the ways around this? You may have to do a quiet title action?
#1 Wholesaling Contributor
- DMV
@Sarah Moore This issue is going to be resolved by the law of the state where the LLC was originally formed. Under the laws of most states, when a corporate entity is dissolved, until a court appoints a receiver, the business and affairs of the entity shall be managed under the direction of the trustees of the entity's assets to undertake the acts necessary or proper to liquidate the entity and wind up its affairs.
In the context of LLCs most state laws permit the remaining members (or sole surviving member) of a limited liability company or, if the LLC has no remaining members, the personal representative, guardian, or other successor to the last remaining member of the LLC to wind up its affairs.
The title company needs to do its research and not resort to the "you need to reinstate the LLC" position that many default to.
