Has anyone bought a whole LLC instead of the assets?

[Ron Read]

I've identified a distressed seller of a multi-family, but I can't quite scrape up the 25% to get the commercial loan. The seller owns the building in the name of XYZ LLC, and doesn't own any other properties.

I was curious if it might make more sense to just buy the LLC instead of the title. I could put a bunch of cash in his pocket now, and pay terms on the remainder. He has the property listed with a bad broker who hasn't done anything right by him, so I'd assume he can just delist the property, and sell the company instead, and could also save himself from paying 6% to someone who has done nothing but keep lowering the price for him in the year he has been trying to sell it.

Would this mean there is no county-recorded sales transaction, since the entity which owns the property would remain XYZ?

Would this trigger a due-on-sale clause with a lender, if XYZ is still the de facto owner of the properties?

Would this save the seller in paying some sales tax?  

Are there any implications on depreciation?  (He's owned the building for 10 years).

Am I just making this way more complicated than it needs to be?

I realize there are some other gotchas, like I would have to make sure that XYZ didn't have any other liabilities or pending lawsuits, but I'd let the attorney manage all that.

[Wayne Brooks]

Yep, not only are you assuming his current basis and depreciation schedule, you’ll be paying  cap gain taxes based on His basis(not your purchase price) verses your sales price when you sell the property.