I hope that Richard-GA will tackle this question.
Previously, I have read your posting with regard to one individually
controlled LLC acquiring a second solely-owned LLC.
My question is somewhat different. When you buy a corporation, there
exists the ability to transfer shares of all or a percentage of the
company's stock as a way to re-allocate ownership in the corporation
you are buying.
How is that done with regard to an LLC.
Here is my rough draft of what I would like to accomplish:
1. Purchase of Control. At the closing (the "Closing"), subject to
the satisfaction of all conditions precedent contained in the Purchase
Agreement, the Purchaser will purchase from the Seller, and the Seller
will sell to the Purchaser, Ninety Percent (90%) of the control of the
Company, free and clear of any liens, charges, restrictions or
encumbrances thereon (collectively, the "Control"). The Purchaser may
assign some or all of its rights hereunder prior to the Closing to one
or more of its subsidiaries. After further review, at the Purchaser's
election, the Acquisition may be modified so that the Purchaser
acquires the control through a merger between the Purchaser or one of
its subsidiaries and the Company (the "Merger").
I am not sure that "control" is specifically accurate in re this
document. Based on what you see here, an LLC in Illinois will desire
to purchase 90% of the control of an LLC based in Nevada. However, we
will seek to operate it under the name of the existing company.
Any additional steps or verbiage that you can recommend is also welcome. |