[WSBARP] Installment Sale Contract LLC units, LLC hold real property only; REET

[Spencer Stromberg]

Josh -

It's been a couple of weeks since your post, so I don't know if you still
need some input, but here goes. In terms of documentation for the
installment sale, since it's LLC units, I'd just look at using a simple
Purchase and Sale Agreement, Bill of Sale, Promissory Note, Security
Agreement, and UCC Financing Statement. If there are unit certificates in
this LLC, then the seller should retain the certificate as collateral (or
better yet, put the whole thing in the hands of an escrow company). I
wouldn't try to repurpose a real estate contract because the statutory
basis for forfeiture won't support forfeiture of personal property.

If the LLC holds title to real property, the second sale will require
filing of a REETA with DOR (the special form for sale of a business
interest) and payment of excise tax.

Spencer A. W. Stromberg
Attorney at Law


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On Mon, Nov 19, 2018 at 11:47 AM Josh Grant <jgrant at accima.com> wrote:

> I am wondering if anyone has a form for selling LLC units on an
> installment basis.  I could probably re-do a real estate contract, but I
> would rather look over an installment contract. In the case I am working on
> the purchaser will go from 1/3rd to 1/2 owner this year and then next year
> he will be buying on installments 100% of the units.  Does REET tax have to
> be paid on the second sale?
>
> Thanks
> Josh
> *Joshua F. Grant*
> [image: advocates]
> P. O. Box 619
> Wilbur, WA 99185
> 509 647 5578
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