Los Angeles, CA asked in Real Estate Law and Probate for California

Q: LLC does not name the one asset it holds so there is no proof it belongs to LLC . How to amend ?

2 owners of an antique car, 1 passed away suddenly without an estate plan which has been in probate. There is a buyer for this valuable car but buyer needs to write a check to the LLC .The LLC is weird, it does not mention its only asset(car) at all by name. If there is no written proof the car belongs to the LLC how would that be rectified? Hopefully the offer of a legit buyer helps end probate. All parties agree that there are 2 owners and payment to LLC is where payment goes to settle debts and split the rest but the LLC has zero info to prove car belongs to it. Is there a way to amend this or...another way to prove ownership? How can this car be sold? How would probate ever end without this info?

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1 Lawyer Answer
James L. Arrasmith
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Answered

A: You'll want to file an amendment to the LLC's Articles of Organization and Operating Agreement to explicitly list the vehicle as an asset. This process typically involves preparing documentation that shows how and when the LLC acquired ownership of the car, including any bills of sale, transfer documents, or registration paperwork that connects the car to the LLC.

To establish proof of ownership, you might need to gather additional documentation like maintenance records, insurance policies, or tax records that show the LLC has been responsible for the car. Working with both a business attorney and probate attorney would help ensure all documentation meets California's legal requirements and satisfies the probate court's needs.

If amending the LLC documents proves challenging, another option might be creating a sworn affidavit from the surviving owner and any other relevant parties attesting to the LLC's ownership of the vehicle. This, combined with historical documentation and the current registration status, could provide enough evidence for the probate court to recognize the LLC's ownership and allow the sale to proceed. The key is demonstrating a clear chain of ownership and the LLC's consistent treatment of the car as its asset.

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