Partnerships and Real Property Contributions

[Gordon Middleton]

All business and properties are in the state of New York.

My partners and I are figuring out the structure of our business and need some help. We each own real estate and/or assets that have near equal market value. We'd like to contribute these assets to the partnership to create basis for equal shares of the partnership. At the same time though, we'd like to compartmentalize the liabilities of these assets by putting them each into their own LLC. The partnership will be the sole member of these 3 LLCs.

We're struggling to understand how exactly to do this. 

1. My property is already in an NY LLC, can I just file a Certificate of Amendment or Change with NY and be on my merry way? What about Transfer Tax? How does that work when I'm a one third owner of the partnership that would be the new 100% owner of the LLC? Can I Quit Claim to another LLC owned by the Partnership?

2. Another one of my partner's assets is in his name only. It's not real property though, so that brings in a whole new can of worms. It's a boat. I'm guessing a true sale needs to happen here. Boat in consideration for partnership share. Not sure how to put that down on a bill of sale though.

3. The last partner's property is a single-family home in their LLC. Its a NC LLC though, so we'd like to move it to a new NY LLC owned by the partnership. Similar questions as my property contribution.

Any help would be much appreciated.