Bonita Springs, FL asked in Real Estate Law and Tax Law for Florida

Q: Instead of buying a property with a closing can I just transfer the ownership of the LLC which owns the property?

The property is located in Florida, currently owned by a Florida LLC with one member. The property has no mortgage or liens. I would be 'owner financing' it with the current owner to avoid closing costs and a taxable value increase.

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2 Lawyer Answers
Terrence H Thorgaard
Terrence H Thorgaard
Answered
  • Tax Law Lawyer
  • Freeeport, FL
  • Licensed in Florida

A: The purpose of a closing is to protect you and the seller of the property. If you believe the "property has no mortgage or liens", you must have had a title search done, and presumably want title insurance to protect you in case whoever did the title search missed something. Also, the closing would protect you if a lien were to be recorded after the title search was done and before your deed were recorded. If you and the seller want to dispense with those safeguards, it may be possible to agree to no "closing:", just pay the buyer the purchase price and hope the buyer gives you the deed you pay for.

Similarly, if you want to incur additional risk (an unsatisfied judgment against the LLC, for example), you can pay for the LLC, without a closing, and hope the seller properly transfers the LLC to you.

Finally, you indicate you hope to avoid "a taxable value increase". I assume this concerns capital gain taxable to the seller. If you want to conspire with the seller to help the seller try to avoid taxes, that might get you into serious trouble.

Jane Kim agrees with this answer

Jane Kim
Jane Kim
Answered
  • Naples, FL
  • Licensed in Florida

A: I totally agree with Mr. Thorgaard's response.

In addition, you are going to acquire title to the property and finance your own self? That's confusing.

But you can dispose of all the formalities and accept the nature of the high-risk transaction by using a quitclaim deed, which is typically used in intra-family transfers.

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