Buying Properties owned by an LLC - or buying the whole LLC?

[Jonathon Ross]

Hey guys, I am looking at a deal for (4) duplexes owned by local real estate LLC. These duplexes are the ONLY assets of the LLC. I am wondering if it would be more advantageous for me to try to acquire the seller's entire LLC company rather than buying the seller's individual properties? Which would be best for the seller? He is an older gentlemen who is getting out of business altogether and relocating away from this area.

Some pros of buying the existing LLC would be that the current tenants would not be affected by the transition (no new lease, etc.) and I wouldn't have to search/screen the initial tenants. However, one could argue that that's also a con if I wanted to redo the lease or up the rates immediately. Another con would be I could be inheriting any baggage the seller's LLC may carry (although I am positive there are no issues like that as I have know the owner for a very long time).

I am mainly interested in the tax advantages for either me or the seller, but I'm thinking it may not matter much either way, since the seller's LLC, and my LLC are both s-corps and the taxes end up at the individual level anyway. Thanks!

[Lance Lvovsky]

Big tax differences... this is where your CPA should be helping you. But I will give you the general rule of thumb.

As a buyer, generally, you want to buy the assets, as opposed to the LLC itself. When you buy the assets, you get a step up in basis in depreciation (in other words, depreciation re-starts at the amount you paid for the assets). When you buy the LLC membership interests, you don't get the re-start of depreciation. That is the biggest tax difference, but there can be others.

You should be consulting with your CPA on this matter.