Buying a Delaware LLC and paying with stock in another LLC based in New York?

[benfrank]

This is what I am trying to accomplish: buy a Delaware LLC and pay with stock in another LLC based in New York.

The Delaware LLC is losing money and the New York LLC is newly formed.

I am thinking the easiest way to do this is to draft a bill of sale that transfers 100% membership interest in the Delaware LLC to me and state in this Bill of Sale the payment terms are an economic interest in the the New York LLC.

When counter-signed by the sole member of the Delaware LLC and me, the sole member of the New York LLC, this should work.

I will also add into the agreement that the newly-formed New York LLC will have access to all assets of the Delaware LLC.

Any thoughts on this? I already have the New York LLC set up and will be working from New York so I think this is the simplest way. The alternative would be to keep the Delaware LLC, have membership transfered to me and then change the name of it and file with New York state that I am a foreign entity doing business in New York, but this is more complicated.

 

[OHRoadwarrior]

If your theory is an attempt to defraud, research piercing the corporate veil.

 

[tranquility]

Here is a paper with some of the complexities. I suggest a tax professional get on board as well.

http://www.lowenstein.com/files/Publication/2c16fb70-36d7-4f6e-8b75-2f0a2c7f97a6/Presentation/PublicationAttachment/95135b1c-6c83-4552-b496-35729b8e698c/NJCPA%20-%20MTD%20-%20Winter%2002-03.pdf