Best way to "buy" a Delaware LLC with only payment in Stock and a Royalty in a NY LLC

[benfrank]

Best way to "buy" a Delaware LLC with only payment in Stock and a Royalty in a NY LLC

I registered a New York LLC to start a new business and I would like to acquire a Delaware LLC and fund this acquisition with a royalty and by granting an economic interest in the new LLC to the sole member / owner of the Delaware LLC.

All I am interested in with the Delaware LLC are its existing customers and one of it's supplier contracts. I am just not sure how best to structure this ... a few options I can think of ... I am trying to find the simplest way ...

1. Draft a Bill of Sale that transfers membership interest in the Delaware LLC from current owner to me, then I could just change the name of that LLC to the new LLC, keep it in Delaware and file with NY state that the business is operating in NY.

2. Have my new NY LLC just buy the Delaware LLC, incorporate those assets I care about and then dissolve the Delaware LLC.

3. Just do an asset purchase for those things I care about with the Delaware LLC .. then just dissolve the Delaware LLC.

If anyone has any advice, it would be greatly appreciated. I realize I may have to get an official attorney on this but would like some feedback on overall structure.

 

[latigo]

I registered a New York LLC to start a new business and I would like to acquire a Delaware LLC and fund this acquisition with a royalty and by granting an economic interest in the new LLC to the sole member / owner of the Delaware LLC.

All I am interested in with the Delaware LLC are its existing customers and one of it's supplier contracts. I am just not sure how best to structure this ... a few options I can think of ... I am trying to find the simplest way ...

1. Draft a Bill of Sale that transfers membership interest in the Delaware LLC from current owner to me, then I could just change the name of that LLC to the new LLC, keep it in Delaware and file with NY state that the business is operating in NY.

2. Have my new NY LLC just buy the Delaware LLC, incorporate those assets I care about and then dissolve the Delaware LLC.

3. Just do an asset purchase for those things I care about with the Delaware LLC .. then just dissolve the Delaware LLC.

If anyone has any advice, it would be greatly appreciated. I realize I may have to get an official attorney on this but would like some feedback on overall structure.

I’m not acquainted with your phrase “an official attorney”. Perhaps it is one that hasn’t been officially disbarred, but should be. I’ve known several.

Whatever, I am reasonably convinced of this:

You have much to learn about how a limited liability company is structured, owned, managed, merged, sold, dissolved, etc.

You might want to read New York’s “Limited Liability Law” and virtually the same as codified at Chapter 18 of the Delaware Code.

Also, it seems that you are proposing a rather circuitous route in reaching your goal of conducting business as a limited liability company. But as it is said, often the trip is more rewarding than the arrival.

 

[LdiJ]

I registered a New York LLC to start a new business and I would like to acquire a Delaware LLC and fund this acquisition with a royalty and by granting an economic interest in the new LLC to the sole member / owner of the Delaware LLC.

All I am interested in with the Delaware LLC are its existing customers and one of it's supplier contracts. I am just not sure how best to structure this ... a few options I can think of ... I am trying to find the simplest way ...

1. Draft a Bill of Sale that transfers membership interest in the Delaware LLC from current owner to me, then I could just change the name of that LLC to the new LLC, keep it in Delaware and file with NY state that the business is operating in NY.

2. Have my new NY LLC just buy the Delaware LLC, incorporate those assets I care about and then dissolve the Delaware LLC.

3. Just do an asset purchase for those things I care about with the Delaware LLC .. then just dissolve the Delaware LLC.

If anyone has any advice, it would be greatly appreciated. I realize I may have to get an official attorney on this but would like some feedback on overall structure.

Re the bolded, if you were to simply purchase assets of the LLC then you would not own the LLC itself and would have to right or ability to dissolve it.