Adding Members to an LLC: Tax & Legal Impact

Adding Members to an LLC: Tax & Legal Impact

Rental Property Investor · Dubai, UAE · Member since 2016 · 52 posts · 51 votes

Hi. If you'd to care to contribute, I'd much appreciate it. The following is an actual scenario: 

Partners A, B, and C create an LLC.
Each partner has, say 2,000 shares. Total LLC shares = 6,000.
The LLC buys a property for $110,000.The LLC spends another $10,000 fixing up the property.
Total LLC investment $120,000, paid equally by the members, $40,000 each.

Persons D and E express interest in joining the LLC. The agreement ends up as follows:

  1. D and E pay $120,000; A, B, and C each receive $40,000.
  2. D and E own 80% of the LLC's shares, split evenly. So 80% x 6,000 = 4,800 shares, 2,400 to each of D and E.
  3. A, B, C own 20% of the LLC's shares, also split evenly so 20% x 6,000 = 1,200 shares, 400 to each of A, B, and C.
  4. D and E own 80% of that property's equity and cash flow and A, B, and C cumulatively own 20% of the property's equity and its cash flow.

Questions:

  • In completing the above induction of new members D and E into the LLC and in A, B, C receiving $120k from D and E, is anything owed to the IRS? If yes, how much, for what, and by whom?
  1. In amending the LLC's operating agreement, besides clauses related to the redistribution of shares per LLC member and stipulating details of the 80-20 ownership splits, is there anything else that ought to be mentioned?

Thanks! 

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  • Attorney · Slidell, LA · Member since 2016 · 322 posts · 179 votes
    5y

    Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

    There are a lot of "it depends" in this scenario. For example, if the new investors bought the shares from the original partners, the original partners would owe any capital gains on the appreciation of those shares. However, if the investors came in and bought into the LLC, diluting the existing partners shares, that could be an exchange. It is also important to know whether the new investors will be actively managing the property. If they are silent investors, they could be buying securities regulated by the SEC, and an exemption would need to be identified.

    Anytime there are investors or new partners brought into a deal, an attorney should be involved.

  • Rental Property Investor · Dubai, UAE · Member since 2016 · 52 posts · 51 votes
    5y

    Thanks @Sean Morrison, appreciate your input! 

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