How do I acquire an existing LLC under my new C-Corp?

UPDATED: Oct 1, 2022

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How do I acquire an existing LLC under my new C-Corp?

I am creating a parent C-Corp to acquire my current LLC so I can have multiple
subsidiaries under the parent company. What are the legal steps I must take to do

Asked on November 15, 2017 under Business Law, California


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 5 years ago | Contributor

Step 1: create the C-corporation.
Step 2: the member(s) of the LLCs either sell or give their interest(s) in the LLCs to the C-corporation, doing so by a contract (signed by an officer of the C-corp) where the members get something in return for doing so--either payment, or at least the C-corp. taking over any potential liability of the members from or for the LLCs and agreeing to "indemnify" the members for any debts, obligations, or liability. And yes: if it's the same person one both sides (e.g. you), you can sign in your dual capacities as corporate officer and managing LLC member.
It's really quite straightforward.

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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