Quick Q regarding fixing an error on an assignment document
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Date: October 18th, 2018 5:38 PM Author: provocative kitty cat telephone
A few months ago I did a deal where Partner A was bought out of a huge collection of companies. In some of the transactions, he transferred his interest to Company A, in others, he transferred to Company B.
In one of the transactions involving a LLC, the assignment document where Partner A transferred his membership interest went to Company A, when it should have been Company B. We just discovered the error.
We do not want to have to prepare all new amended assignment document because we are now in litigation with Partner A (and he probably won't sign anything to help us).
A buddy suggested just doing another assignment of the interest from Company A to Company B, but I am concerned about this being a taxable event.
All of the members of Company B are friendly, don't give a shit about changing this.
What's the best way to fix this without causing trouble? No scriveners error language on the amendment allowing us to fix it.
Can I just prepare some sort of memo of correction, worded like an amendment but not an amendment, stating the error and then declaring how it should be, to be signed by all members of the LLC?
(http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051658) |
Date: October 18th, 2018 5:50 PM Author: Nudist school
nvm misread.
just fix the ownership table for the target LLC, send it to the members as an FYI explaining the typo? don't see much of a reason to bring it to Partner A's attention unless you're leaving something out or this is really relevant to the litigation. there are probably plenty of documents / e-mails making it obvious that company a was never meant to own that interest and that nobody really thought it did -- save those on a USB drive just in case a claim or dispute about who owns it ever comes up later, but why stir up an issue that hasn't actually come up?
(http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051745) |
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Date: October 18th, 2018 6:14 PM Author: provocative kitty cat telephone
thanks man. No, there is no bigger situation going on here, and Company B isn't involved in the litigation.
Just a cleanup matter, discovered by a bank.
I'm just converting an amendment document into a "Correction" document, taking out all references to amendments, explaining everything that happened and the error in the recitals, making the corrected parts effective in the document itself, and having all of the Company B members sign.
Think this works? I'm not a corpmo so I'm not sure
(http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051904) |
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Date: October 18th, 2018 6:20 PM Author: provocative kitty cat telephone
Partner A transferred all of his interest, he is totally 100% out. We don't want to involve him at all, this is just an internal fix.
Yes, I just want to confirm that the B members understand the error and the correction to the correct Company.
Thanks man
(http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051951) |
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