Sample Llc Membership Interest Redemption Agreement

Sample Llc Membership Interest Redemption Agreement

When a client requests the preparation of a purchase or sale contract for the interests of a limited liability company (LLC), the attorney should always gather additional information before preparing such a contract in order to obtain a complete picture of the exchange. In summary, targeted structuring and documentation will be of service to all parties and their lawyers. A buyer`s or seller`s remorse, caused by “retrospective” tax planning and non-compliance with the LLC enterprise agreement, can lead to business interruption and lengthy costly litigation. In order to avoid unintended negative effects, the lawyer should ensure that the client`s transaction complies with LLC`s operating agreement and ensure that documentation is in place that is consistent with the parties` intentions and informed decision. It is also important for the advisor to recognize that the interest of the outgoing member does not necessarily match the interests of the remaining members when chosen between sale and withdrawal. The attorney should advise all parties, including LLCs, to begin negotiating with their own tax advisors in order to compare different tax scenarios, so that the parties can make an informed, consistent and reasonable decision. Withdrawal agreements can offer the remaining owners a better tax offer by avoiding “technical redundancies”. If more than 50 percent of LLCs are sold within 12 months, the IRS treats the company as if it had dissolved and refounded. Where LLC invokes asset amortization as business expenses, such technical termination reduces the amount of deductible depreciation.

The repayment of interest does not trigger this rule, so the amortization remains the same. Another advantage is that LLC can possibly deduct a portion of the payments to the former partner as an activity. In Foxman v. Commissioner, 41 T.C 535, 550-51 (1964), aff`d, 352 F.2d 466 (3d Cir. 1965), an outgoing partner entered into an agreement to sell its entire stake to the two remaining partners. In the individual tax return that followed this transaction, the outgoing partner treated the transaction as a sale and declared a capital gain. However, the two remaining partners considered the transaction to be a withdrawal, which resulted in a significant reduction in their distributable shares in the partnership`s income and, consequently, a more favourable tax result for both parties. If a partner sells to the remaining owners, they pay out of pocket. As part of an interest repayment agreement, LLC pays against assets, for example on profits or by borrowing. . .

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