What forms are needed to sale our shares of the LLC since we are resigning?

02/16/2009 - LLC - State: GA #15258

Full Question:

My wife and I hold 50% of the stock of our LLC with a third person holding the other 50%. We want to sell our shares to our partner and resign from the LLC. We formed this LLC to buy a building that we shared as the two tenants for our respective businesses. Since the formation of this LLC my wife and I have closed our business and we have refinanced the building loan to remove our names from the mortgage. We have reached a price for our 50% of this LLC and are working on payment terms. What documents do we need to put this into place? I think that I need 3, Shareholder Agreement to Sell Stock to Other Shareholder, Promissory Note and Resolution of Meeting of LLC Members to Accept Resignation of Officer of the Company. Also, if we have a loan payout through a promissory note. do I need to file a lien or warranty deed on the property as security? Please let me know if these are the correct forms.

Answer:

USLegaforms offers a wide variety of forms to suit your preferences for the terms of the loan. A promissory note may be secured or unsecured. When it is secured, it means that property, called collateral, may be taken by the lender if the borrower fails to pay the loan payment. If the debtor files bankruptcy, the lender may be able to recover the value of the loan by taking possession of the specified collateral instead of receiving only a portion of the borrowers property after it is divided among all creditors. Collateral may be many different types of property, such as shares of stock of a company, inventory, accounts receivable, etc.

If a loan isn't repaid and doesn't include a provision for a security interest that may be taken as collateral upon default, a lien may be created after obtaining a judgment for money damages in court. If the judgment isn't paid, the unsatisfied judgment used to pettion the court for a judgment lien on the judgment debtor's property

A promissory note may provide for payments to be made in installments or in a lump sum. The terms may provide for a series of smaller payments at the beginning of the loan period and a larger balloon payment at the end of the loan period. The option for a confessed judgment agreement, also called a cognovit note, may also be included. A confessed judgment agreement requires the debtor not to claim defenses and agree to have a judgment entered against him if he fails to pay and the matter is taken to court. Please see the forms at the links below to determine which best suits your needs.

We can assist you with searching to locate forms or we can draft add forms you may need to our database. However, we cannot advise you to use one particular form over another that address the same matter. The answer will depend on the facts in each case. For example, a notice of a meeting to accept the resignation may be required by the operating agreement. A buy-sell agreement may govern the terms of the sale of stock upon resignation. I am prohibited from giving legal advice. We can show you what is available. I have shown some commonly used forms in the links below. You can take a look at the forms and see if they fit your need. If they do not, let me know and we may be able to add a form for your need. You may order a form or package by phone by calling Toll Free: 1-(877) 389-0141 - 8:30-5:00 Central Time Zone Monday – Friday.



Please see the information at the following links:

http://definitions.uslegal.com/p/promissory-notes/
http://definitions.uslegal.com/s/secured-transactions/
http://definitions.uslegal.com/c/collateral/
http://definitions.uslegal.com/s/security-interest/
http://definitions.uslegal.com/b/balloon-payment/
http://definitions.uslegal.com/c/confession-of-judgment/
http://definitions.uslegal.com/c/cognovit-note/
http://definitions.uslegal.com/j/judgment-liens/
http://definitions.uslegal.com/b/buy-sell-agreements/
http://definitions.uslegal.com/l/limited-liability-companies-operating-agreement/
http://www.uslegalforms.com/us/US-00598.htm
http://www.uslegalforms.com/us/US-EG-9329.htm
http://www.uslegalforms.com/us/US-NOTE88.htm
http://www.uslegalforms.com/us/US-00599.htm
http://www.uslegalforms.com/us/US-00601-C.htm
http://www.uslegalforms.com/us/US-00601.htm
http://secure.uslegalforms.com/cgi-bin/forms/query.pl?S-T-GA-B-prom~note
http://www.uslegalforms.com/us/US-LLC-0908.htm
http://www.uslegalforms.com/us/US-00730BG.htm
http://www.uslegalforms.com/us/US-LLC-0905.htm
http://www.uslegalforms.com/us/US-210LLC.htm
http://www.uslegalforms.com/us/US-219LLC.htm
http://www.uslegalforms.com/us/US-243LLC.htm

02/16/2009 - Category: LLC - State: GA #15258

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