Selling a business

[borreman]

What is the name of your state (only U.S. law)? Nevada

My wife and I started an LLC 3 years ago. We both are managing members with each 50% shares. Our articles of organization request that 100% of the members must vote for any decision regarding the LLC.

We are operating an ice cream shop as a dba under that LLC. Here are my questions:

1) If we decide to sell the ice cream shop, what do we sell exactly? The dba or the LLC?
2) I went to the clerk county's office, and they told me that I could create a completely new LLC with me as the only managing member (100%), and that I could draft a letter from the LLC I own with my wife (since I am a 50% managing member), asking to transfer the ice cream dba name to MY new LLC. Is this correct? By doing so, I would become the only owner of the ice cream shop???
3) This concerns me because I feel that my wife could do the same thing (or any other partner), and suddenly she would own 100% of the ice cream shop business regardless of all the work I have put in over the past 3 years. Hence my question #1.

Thank you for your help, I am very confused as how this would be possible.

 

[njjean]

Don't worry

What is the name of your state (only U.S. law)? Nevada

My wife and I started an LLC 3 years ago. We both are managing members with each 50% shares. Our articles of organization request that 100% of the members must vote for any decision regarding the LLC.

We are operating an ice cream shop as a dba under that LLC. Here are my questions:

1) If we decide to sell the ice cream shop, what do we sell exactly? The dba or the LLC?.

The LLC; the dba is just a name that anyone can use. You sell the LLC and the new owner can change the dba if they want.

2) I went to the clerk county's office, and they told me that I could create a completely new LLC with me as the only managing member (100%), and that I could draft a letter from the LLC I own with my wife (since I am a 50% managing member), asking to transfer the ice cream dba name to MY new LLC. Is this correct? By doing so, I would become the only owner of the ice cream shop??? .

No, you would be starting a NEW LLC, unrelated to the one you own with your wife. You would not become the only owner of the existing shop. The original LLC is the owner (you and your wife). Your COULD start your very own LLC, and you COULD choose to use the same dba name (as could anyone) but you would also have to start up a whole new ice cream shop to go with it.

Bottom line: Starting a new LLC does not change ownership of an existing one.

3) This concerns me because I feel that my wife could do the same thing (or any other partner), and suddenly she would own 100% of the ice cream shop business regardless of all the work I have put in over the past 3 years. Hence my question #1.

Thank you for your help, I am very confused as how this would be possible.

Don't worry; it is NOT possible.