Question! Dissolving 50/50 LLC plus extra $25K

Question! Dissolving 50/50 LLC plus extra $25K

Nicole A.Pro Member
Rental Property Investor · Baltimore County Maryland and Tampa Florida · Member since 2013 · 2k+ posts · 2k+ votes

Let me get out of the way up front, that my partner is not disputing that I put $25K of my personal cash into the LLC. This is literally a MATH question. (Numbers changed for simplicity.)

(To those of you that know my story, yes, I'm still doing this. I didn't complete this buyout process in the past because I ended up buying my own home. Now I'm in a good spot to get this done and two-thirds of the way through the refi process.)

Our LLC owns property, let's say one property. I am buying out my partner and then dissolving the LLC. So I'm doing cash-out refi's and putting everything into my personal name. All good there.

**Property appraisal worth = $120K

**Current remaining mortgage payoff = $35K

So on a normal day, I would simply say $120K - $35K = $85K / 2 = $42,500 cash to partner.

BUT!...how do I factor my $25K? 

If I factor it like another mortgage, his payout would instead look like this:

$120K - $35K - $25K = $60K / 2 = $30K cash to partner.

And if I do not factor my cash like a debt, but want my cash back to me in original form, would it look like this?:

$120K - $35K = $85K / 2 = $42,500 minus $25K = $17,500 cash to partner.

**I do not want to inadvertently have my $25K benefit his payout. I want it to truly be 50/50 plus my $25K back.

**Again, he's not disputing that I put in $25K. But I need to be able to properly explain how I come up with the payout numbers. Thank you for your thoughts!

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Member since 2019 · 54 posts · 12 votes
4y
Well, if the 25k was a loan to the LLC then the first option is correct. You are getting your money back from the the LLC prior to dissolving. However if it was a personal loan to your partner, then the second option would be correct.
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  • Greg ScottPro Member
    Rental Property Investor · SE Michigan · Member since 2014 · 4k+ posts · 6k+ votes
    4y
    Normally you would pay off all debts ($35K mortgage) then return your paid-in-capital ($25K cash) and then divide the remaining profits accordingly.
  • Morris County, NJ · Member since 2020 · 5k+ posts · 2k+ votes
    4y

    @Nicole A. Just consider your $25k as part of the LLC's debt / liability. Once all the LLC's liabilities are paid off, including your $25k, then the two of you split what is left.

  • Vancouver, WA · Member since 2015 · 7 posts · 2 votes
    4y
    Hello, haven't been here in a long while. Nor am I by any means a fountain of knowledge like our other members, but I believe you need to pay out your 25k investment before splitting the remainder 50/50. Hopefully this helps a bit. Best of luck!
  • Nicole A.Pro Member
    OP
    Rental Property Investor · Baltimore County Maryland and Tampa Florida · Member since 2013 · 2k+ posts · 2k+ votes
    4y

    Thank you, Greg. This is the way I was thinking I should do it. I also wrote an attorney I know and hoping he can confirm.

    David, doesn't considering my $25K as part of the LLC's debt actually benefit my partner more? And then also, I still wouldn't have my $25K in cash back if I treat it as debt. Right?

  • Nicole A.Pro Member
    OP
    Rental Property Investor · Baltimore County Maryland and Tampa Florida · Member since 2013 · 2k+ posts · 2k+ votes
    4y
    Quote from @Greg Scott:
    Normally you would pay off all debts ($35K mortgage) then return your paid-in-capital ($25K cash) and then divide the remaining profits accordingly.
    I reread this and would like to clarify I understand. So from where do I return myself the paid-in capital of $25K? From the way I suggested in my first post like the following?:


    $120K - $35K = $85K / 2 = $42,500 minus $25K = $17,500 cash to partner.


  • Morris County, NJ · Member since 2020 · 5k+ posts · 2k+ votes
    4y

    @Nicole A.

    no....  I know you posted lots of numbers, but maybe with this new forum look I'm not following..  Can we try this:

    Let's say the LLC has $100. You want your $25... So, the LLC gives you $25 cash, leaving $75 to be split between the two of you.

    This is what I mean by considering it at part of the LLC's liability. It has to pay you out first, before you two split the profits / assets.

  • Nicole A.Pro Member
    OP
    Rental Property Investor · Baltimore County Maryland and Tampa Florida · Member since 2013 · 2k+ posts · 2k+ votes
    4y
    David, ok, got it... but let's say there isn't $25K liquid cash in the LLC. Any cash would come from the equity of the property. Treat the same way? That sounds like this example if I'm tracking you right:


    $120K (property value) - $35K (mortgage) = $85K (equity) / 2 = $42,500 (half the equity) minus $25K = $17,500 cash to partner
  • Member since 2019 · 54 posts · 12 votes
    4y
    Well, if the 25k was a loan to the LLC then the first option is correct. You are getting your money back from the the LLC prior to dissolving. However if it was a personal loan to your partner, then the second option would be correct.
  • Nicole A.Pro Member
    OP
    Rental Property Investor · Baltimore County Maryland and Tampa Florida · Member since 2013 · 2k+ posts · 2k+ votes
    4y
    Thank you to everyone for their help, and thank you to David for the great chat via phone. As usual, my brain over-complicates things. Why do I do this to myself? :-)
  • Greg ScottPro Member
    Rental Property Investor · SE Michigan · Member since 2014 · 4k+ posts · 6k+ votes
    4y

    This new forum sucks.  I cannot follow the thread at all.

    @Nicole A., you owe your partner $30K based on what you put here.

  • Member since 2021 · 62 posts · 46 votes
    4y

    @Nicole A. Where was the 25k used? What was the partners contribution to the business? What was the original agreement for the business say?

  • Investor · Singapore · Member since 2013 · 1k+ posts · 3k+ votes
    4y
    You are really overcomplicating it. The LLC settles all debts and then splits remaining equity. So 120K-35k=85K cash in LLC when you close the sale. Then you pay yourself back 25K. The remaining 60K gets split 50/50.  So partner gets 30K.
  • Member since 2018 · 1k+ posts · 1k+ votes
    4y
    Quote from @Nicole A.:

    **Property appraisal worth = $120K

    **Current remaining mortgage payoff = $35K

    And if I do not factor my cash like a debt, but want my cash back to me in original form, would it look like this?:

    $120K - $35K = $85K / 2 = $42,500 minus $25K = $17,500 cash to partner.

    -------------------------------------
    You are double dipping in the second scenario, because you divide the entirety first and then take the obligation to you entirely out of partner's share. The $25K you put in IS debt of/loan to the LLC and therefore must be retired first.

    After all, if the $25K is not an obligation of the LLC, then what is it? It is not an obligation of your partner, it is an obligation of the LLC.

    Your first scenario: $120k -$35 then minus $25k is the ONLY solution
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