[WSBARP] Securing a loan for an individual to acquire an LLC interest.

[Robert Pampell]

Craig,

The "standard" practice is a pledge and security agreement from the
purchaser that pledges and grants a security interest in the membership
interest back to the LLC, along with a UCC-1 .  You may or may not want a
purchase and sale agreement with appropriate reps and warranties.  The
transaction should be authorized under the operating agreement or, more
likely, a resolution of the members and/or managers.

 

Regarding securities issues, the interest may not be a security depending
upon whether the LLC is and will continue to be truly member-managed;
otherwise, it probably is.

 

Bob Pampell 

 

From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com>
On Behalf Of Craig Gourley
Sent: Sunday, February 27, 2022 5:08 PM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
Subject: [WSBARP] Securing a loan for an individual to acquire an LLC
interest.

 

Listmates, I have a scenario where an LLC that owns real estate wants to
sell a membership interest and carry the contract.   Apart from the
potential securities issues, how do we secure the debtors note to the LLC?
Just a UCC against the membership interest?   I am wondering if there is a
more creative solution.  Thanks in advance!

 

GOURLEY LAW GROUP

THE EXCHANGE CONNECTION

SNOHOMISH ESCROW 

P.O. Box 1091

Snohomish, WA 98291

PH:  (360) 568-5065 (800) 291-8401

Fax: (360) 568-8092 

 

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