[WSBAPT] LLC vs. Will contrary provision

[nestor at pplsweb.com]

The LLC or operating agreement will have a provision that there is a restriction on the sale and transfer and that the LLC will have the right to purchase the interest for $1.00 upon death. I would suggest that lease agreements are entered into between the LLC and each member that terminates upon death (or within X amount of days upon death). 

 

Upon death of the member, any devisee or beneficiary (or PR) of the member will be subject to the terms of the LLC agreement and lease.  I am not sure how this can be challenged, but I am willing to know if it can and how.

 

Nestor Gorfinkel, Attorney at Law

Licensed in Washington & Florida

Florida Civil-Law (International) Notary

 

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From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of Roger Hawkes
Sent: Thursday, December 13, 2018 3:07 PM
To: WSBA Probate & Trust Listserv <wsbapt at lists.wsbarppt.com>
Subject: Re: [WSBAPT] LLC vs. Will contrary provision

 

Please post any substantive answers.

 

From: wsbapt-bounces at lists.wsbarppt.com <mailto:wsbapt-bounces at lists.wsbarppt.com>  <wsbapt-bounces at lists.wsbarppt.com <mailto:wsbapt-bounces at lists.wsbarppt.com> > On Behalf Of Josh Grant
Sent: Thursday, December 13, 2018 2:18 PM
To: wsbar trust <wsbapt at lists.wsbarppt.com <mailto:wsbapt at lists.wsbarppt.com> >
Subject: [WSBAPT] LLC vs. Will contrary provision

 

I have  clients who have inherited real property.  They are putting it into a LLC.  4 out of 5 of the clients reside in different portions of the real property.  Regarding the termination upon death provision in the LLC; they are wanting it to simply say: as each member dies, their units can not be sold except for $1.00 to the LLC and the remaining members will equally own their shares.  When there is only one remaining member, that surviving member will own 100%.  I have never seen this with a LLC.  It would also have to preclude rights of members to sell their units to third parties.

I am wondering what will happen if one of them makes out a will that says “I give my units in LLC to my kids/”

Anyone ever do this?

If so any form language?

Any other problems besides the challenge regarding testamentary disposition?

Thanks

Josh

Joshua F. Grant

P. O. Box 619
Wilbur, WA 99185
509 647 5578

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