Legal Question in Real Estate Law in California

4 family members own approximately 10 acres of undeveloped property in California. What information will be necessary to form an LLC to protect them from any liabilities involving the property and any tenants?


Asked on 4/28/10, 7:51 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

As far as "information" being needed, I'd say information as such is the tip of the iceberg. You'll need to know the assessor parcel number, the names of the owners, the percentages each owns, their marital status, mailing addresses, and this kind of stuff. It will also be helpful to know the approximate market value of the property and the type of tenants expected, if any.

What is far more important than gathering information as such is determining the expectations of the co-owners. Forming an LLC involves, fundamentally, filing a one-page form (LLC-1) with the California Secretary of State, and preparing an "operating agreement." The operating agreement serves the function of bylaws for a corporation, and is basically a contract between the LLC members (here, probably the four owners) as to how the LLC will be run. It also resembles, functionally, a partnership agreement.

There's much more to it than just "forming an LLC," of course. The four owners will have to transfer their ownership to the LLC. That gets scary, and is why you'll need a very well drafted agreement. Everyone needs to be comfortable with surrendering personal fractional ownership of the land to the LLC, and allowing the LLC to function as the sole owner under the operating agreement.

Sounds like it calls for a lawyer.....maybe even four separate lawyers advising each owner independently, as there may be conflicts of interest -- but this is not essential.

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Answered on 5/03/10, 9:42 pm

There are also potentially seriously negative tax conseqences, depending on how and when the property was acquired. Mr. Whipple is correct that you need to sit down with a lawyer. It would simply be impossible to sit here and list off everything that needs to be known and decided in setting up a real estate holding company, even for only one parcel.

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Answered on 5/03/10, 11:01 pm


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