.jpg)
Free and Clear 363(f) question
Michael,
Thank you, as always your answer was helpful.
Best regards
Larry Webb
California Board of Legal Specialization
Certified Specialist in Bankruptcy Law
State Bar of California 229344
Central District California
"A Debt Relief Agency"
Webblaw@gmail.com
Law Offices of Larry Webb
484 Mobil Ste 43
Camarillo Ca 93010
P 805.987.1400
C 805.750.2150
Law Office Larry Webb Bankruptcy Attorney
The following notice is required by the United States Supreme Court's interpretation of 11 U.S.C. 101(12A): The Law Offices of Larry Webb is a Bankruptcy Attorney Debt Relief Agency as defined by 11 U.S.C. 101(12A) of the Bankruptcy Code. We help people file for relief under the Bankruptcy code. Bankruptcy is a Federal Court Proceeding that supersedes State Court Civil Litigation
The post was migrated from Yahoo.
Trustee is selling the Estate's interest in the LLC. Since the Debtor is
100% owner of the LLC, he is selling 100% ownership interest in LLC free
and clear of any lien against Debtor's ownership interest in the LLC. The
free and clear provision probably does nothing.
The actual assets and liabilities of the LLC are not affected by the sale.
There are some caveats like the sale may trigger change of ownership
clauses in the operating agreement (doubt they exist) and certainly will
have an effect on NOL, etc. Inside basis should remain unchanged but
outside basis is probably purchase price. Some things I do not know about
is what if LLC incurred tax liability after the Petition Date. The taxes
pass through to the Debtor so should pass through to the Estate but will it
be transferred to the purchaser? I do not know enough about that. Please
pay special attention to my 230 Disclosure!
I hope I was helpful, I am not sure if I answered your question.
Sincerely,
*Michael Avanesian, Esq. *
Simon Resnik Hayes, LLP
15233 Ventura Blvd., Suite 250
Sherman Oaks, CA 91403
Tel: 818.783.6251 | Cel: 818.817.1725
*Confidentiality**: *This electronic transmission and its contents are
legally privileged and confidential information and intended solely for the
use of the addressee. If the reader of this message is not the intended
recipient, you are hereby notified that any dissemination, distribution,
copying or other use of this message and its contents is strictly
prohibited. If you have received this transmission in error, please reply
to us immediately and delete this message from your directory.
*IRS Circular 230 Disclosure:* To ensure compliance with requirements
imposed by the IRS, please be advised that any U.S. federal tax advice
contained in this communication (including any attachments) is not intended
or written to be used or relied upon, and cannot be used or relied upon,
for the purpose of (i) avoiding penalties under the Internal Revenue Code,
or (ii) promoting, marketing or recommending to another party any
transaction or matter addressed herein.
On Thu, Aug 13, 2015 at 10:47 AM, GMAIL Webblaw@Gmail.com [cdcbaa] wrote:
>
>
>
>
> 1. Personal CH 7 Bankruptcy filed on east coast.
>
> 2. Debtor owns California LLC 100% and is co-debtor with LLC on two
> Other unsecured accounts [trade credit].
>
> 3. LLC is ongoing business.
>
> 4. Debtor is not personally guaranteed on other known unsecured LLC
> debts.
>
> 5. The Other LLC creditors have not been given notice of the personal
> bankruptcy.
>
> 6. Trustee wants to sell LLC free and Clear pursuant 363(f)
>
>
>
> Question, does the 363(f) free and clear provision include the Other debts
> of the LLC? Or does the prospective purchaser acquire the LLC, assets and
> pre bankruptcy liabilities for the trade credit?
>
>
>
> Second question, If none of the five conditions of 363(f) are met, does
> the trustee value the LLC considering the other liabilities?
>
>
>
>
>
> Best regards
>
> Larry Webb
>
>
>
> [image: blslogo]
>
> California Board of Legal Specialization
>
> Certified Specialist in Bankruptcy Law
>
>
>
> State Bar of California 229344
>
> Central District California
>
> "A Debt Relief Agency"
>
>
>
>
>
> Webblaw@gmail.com
>
> Law Offices of Larry Webb
>
> 484 Mobil Ste 43
>
> Camarillo Ca 93010
>
>
>
> P 805.987.1400
>
> C 805.750.2150
>
>
>
> Law Office Larry Webb Bankruptcy Attorney
> The following notice is required by the United States Supreme Court's
> interpretation of *11 U.S.C. 101(12A): The Law Offices of Larry Webb is a
> Bankruptcy Attorney Debt* Relief Agency as defined by 11 U.S.C. 101(12A)
> of the Bankruptcy Code. We help people file for relief under the Bankruptcy
> code. Bankruptcy is a Federal Court Proceeding that supersedes State Court
> Civil Litigation
>
>
>
>
>
>
>
Trustee is selling the Estate's interest in the LLC. Since the Debtor is 100% owner of the LLC, he is selling 100% ownership interest in LLC free and clear of any lien against Debtor's ownership interest in the LLC. The free and clear provision probably does nothing.The actual assets and liabilities of the LLC are not affected by the sale. There are some caveats like the sale may trigger change of ownership clauses in the operating agreement (doubt they exist) and certainly will have an effect on NOL, etc. Inside basis should remain unchanged but outside basis is probably purchase price. Some things I do not know about is what if LLC incurred tax liability after the Petition Date. The taxes pass through to the Debtor so should pass through to the Estate but will it be transferred to the purchaser? I do not know enough about that. Please pay special attention to my 230 Disclosure!I hope I was helpful, I am not sure if I answered your question.v dir"ltr">Sincerely,
The post was migrated from Yahoo.
1. Personal CH 7 Bankruptcy filed on east coast.
2. Debtor owns California LLC 100% and is co-debtor with LLC on two
Other unsecured accounts [trade credit].
3. LLC is ongoing business.
4. Debtor is not personally guaranteed on other known unsecured LLC
debts.
5. The Other LLC creditors have not been given notice of the personal
bankruptcy.
6. Trustee wants to sell LLC free and Clear pursuant 363(f)
Question, does the 363(f) free and clear provision include the Other debts
of the LLC? Or does the prospective purchaser acquire the LLC, assets and
pre bankruptcy liabilities for the trade credit?
Second question, If none of the five conditions of 363(f) are met, does the
trustee value the LLC considering the other liabilities?
Best regards
Larry Webb
California Board of Legal Specialization
Certified Specialist in Bankruptcy Law
State Bar of California 229344
Central District California
"A Debt Relief Agency"
Webblaw@gmail.com
Law Offices of Larry Webb
484 Mobil Ste 43
Camarillo Ca 93010
P 805.987.1400
C 805.750.2150
Law Office Larry Webb Bankruptcy Attorney
The following notice is required by the United States Supreme Court's
interpretation of 11 U.S.C. 101(12A): The Law Offices of Larry Webb is a
Bankruptcy Attorney Debt Relief Agency as defined by 11 U.S.C. 101(12A) of
the Bankruptcy Code. We help people file for relief under the Bankruptcy
code. Bankruptcy is a Federal Court Proceeding that supersedes State Court
Civil Litigation
The post was migrated from Yahoo.