Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 30

An LLC has the power to buy, sell, and dispose of its property by virtue of powers granted in the limited liability company act. Without this power, the LLC would be hard-pressed to conduct business. No member or manager approval is required to approve purchases or sales of LLC property in the ordinary conduct of the LLC’s business. If the LLC proposes to sell all or most of its assets or make an unusual sale outside of its ordinary course of business, manager approval is required. Member approval may be required as well, depending on the state. If approval is required, the managers adopt a resolution authorizing the sale and requesting that the sale be submitted to the members for approval. Of course, in a member-managed LLC, the members are the managers, so the approval would be one step rather than two.

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What becomes of an LLC following the sale of all its assets? Does the LLC survive? Yes. An LLC that is separated from its assets becomes a shell LLC; it remains a legal entity that is free to begin a new business enterprise, much in the same manner as a newly formed LLC. Shell LLCs often lie dormant for years before beginning a new busi-

Below, we’ll cover how to conduct member meetings and votes and manager meetings and votes.

Unless the articles or operating agreement require a higher percentage approval or super majority, the sale would require only majority member approval. Unlike merger or dissolution, no articles respecting the sale of business assets need to be filed with the secretary of state.