Real Estate Focused Limited Liability Companies

Our Background and Experience Administering Real Estate Focused LLCs/LPs

Earle comes from a long time Southern California real estate family which was noted for owning numerically one of the largest portfolios of Southern California real estate. He knows what it is like as a principal and attorney working with complex legal issues and managing an estate owning hundreds of properties. For over 15 years Earle served as General Counsel to a family trust which consisted of 10 closely and distantly related family members and 4 major charities. Later the trust converted to a family limited partnership and Earle served as General Counsel and later also General Partner to the partnership. Earle actively managed the orderly disposition of the partnership's hundreds of Southern and Central California real properties, many of which properties were also co-owned with up to 8 unrelated other families, each other family with multiple family beneficiaries. During this entire term there were never any legal actions filed against the partnership or between family members due to Earle's pragmatic analytical legal decisions, sound management policies and sensitivity towards the positions of others.

Organization Of Privately Owned California Limited Liability Companies For Single Family Residential Estate Projects and Ownership.

We organize and implement sophisticated privately owned partnership classified California limited liability companies between parties with a preexisting personal or business relationship exempt from California securities qualification pursuant to California Corporations Code §25102(f) and exempt from federal securities registration ("Private LLCs") for the acquisition, improvement/construction and: (a) the marketing and sale; or (b) the retention for lease and management of single family residential estates ("LLC Projects"). In organizing the company we represent the member-manager(s) or non-managing member(s). We know what issues, decisions and controls are most significant to each and incorporate those provisions into the LLC Operating Agreement. We also organize limited liability companies for Title Holding, Privacy and Confidentiality of Ownership.

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Intra-Member Puts/Calls. When forming the company, sometimes members negotiate for Put/Call Buy-Sell Provisions to compel the purchase/sale of all or a partial percentage of their's or another member's membership interest. We draft these provisions into the Operating Agreement and the formula for determining the Fair Market Value of the sold/acquired interests.

Real Estate Contributions; Forward IRC 704(c) Allocations.

We provide for initial contributions of real estate, including real estate options and leases, and cash to the company upon its formation. We represent either the company or contributing member in the transaction and draft the transaction documents. Contributions include cash, appreciated real estate with a built in gain, real estate subject to an existing liability and/or subject to potential disguised sale issues. The terms for the initial contributions and related escrows are usually included in the Operating Agreement and are often first negotiated in a binding or non-binding Term Sheet and LLC Contribution Agreement or Transaction Agreement.

LLC Financing Including Members' Loans and Guarantees.

We represent LLCs with regard to financing for LLC Projects. We review and negotiate financing transactions between the company and third party lenders and member's loan guarantees and direct loans. This includes commercial real estate, asset based and mixed collateral secured financing, mezzanine loans secured by members' membership interests and related indemnifications, guarantees and other documents and security instruments as appropriate.

Intra-Member Sales and Company Redemptions of Member's Interests. 

When current LLC members individually wish to liquidate all or a portion of their respective existing membership interest in the company, subject to the buy-sell provisions of the Operating Agreement, they can privately sell the interest to another member, a third party or the company may acquire the interest in a current or liquidating Redemption. We represent the purchasing member or selling member in an intra-member sale transaction and draft the Membership Interest Purchase Agreement. For a Redemption, we represent the company or member and draft the LLC Redemption Agreement.