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Quick Q regarding fixing an error on an assignment document
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Date: October 18th, 2018 5:38 PM Author: Shimmering menage voyeur 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? |
Date: October 18th, 2018 5:43 PM Author: Shimmering menage voyeur surely some corp bro here can give me a quick response to this one (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051694) |
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Date: October 18th, 2018 5:50 PM Author: Overrated lodge philosopher-king 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? |
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Date: October 18th, 2018 5:52 PM Author: Shimmering menage voyeur help me man please (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051754) |
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Date: October 18th, 2018 5:55 PM Author: Overrated lodge philosopher-king (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051772) |
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Date: October 18th, 2018 6:12 PM Author: vibrant whorehouse mental disorder CR. he should not draft a second assignment from A to B. Can't he just email all the parties to let them know of the error, then provide the parties with a marked-up copy of the signed Assignment showing the change and ask them to initial and date? (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051897) |
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Date: October 18th, 2018 6:14 PM Author: Shimmering menage voyeur see my suggested fix below, please comment. (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051910) |
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Date: October 18th, 2018 6:18 PM Author: Overrated lodge philosopher-king his problem is that Partner A is a party to the document with the typo in it, and Partner A won't sign something to help them out. that's what i thought originally, edited out my original poast. (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051933) |
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Date: October 18th, 2018 6:20 PM Author: vibrant whorehouse mental disorder same here. i had a reading comp fail. didn't realize Partner A wouldn't play ball.
i probably would just sit on it, especially if Company B told him they weren't concerned about it. |
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Date: October 18th, 2018 6:14 PM Author: Shimmering menage voyeur 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 |
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Date: October 18th, 2018 6:17 PM Author: Overrated lodge philosopher-king (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051925) |
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Date: October 18th, 2018 6:20 PM Author: Shimmering menage voyeur 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 |
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Date: October 18th, 2018 6:25 PM Author: Overrated lodge philosopher-king you want Company A to acknowledge the error so that it can't claim that it actually owns the interest, and you want the rest of the Members of the target LLC to acknowledge the error to agree that Company B is their proper partner in the LLC. right? (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051974) |
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Date: October 18th, 2018 6:34 PM Author: Shimmering menage voyeur yep
Everyone is friendly, and the members of Company A and Company B are basically the exact same people so they don't care. |
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Date: October 18th, 2018 6:21 PM Author: Thriller bossy blood rage Dont members of Company A have to sign too? (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051955) |
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Date: October 18th, 2018 6:31 PM Author: Overrated lodge philosopher-king company A should be able to acknowledge an error in a document it signed without going out to its members individually (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37052018) |
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Date: October 18th, 2018 6:04 PM Author: ocher depressive principal's office (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051839) |
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Date: October 18th, 2018 6:16 PM Author: Greedy wonderful state just make a new incorporated glossary and redefine company a as company b. (http://www.autoadmit.com/thread.php?thread_id=4109863&forum_id=2#37051921) |