Assets in a Dissolved FLP

[cleardot]

Jurisdiction

Wyoming

My family limited partnership (domiciled in Wyoming) dissolved in 2014 after 3 years of non-renewal, long ridiculous story. I now want to put its assets in a living trust. Can I do this as if the FLP never existed, considering that there is no FLP to distribute from?

 

[adjusterjack]

Depends.

What kind of assets?

 

[cleardot]

Depends.

What kind of assets?

my house and a few parcels of adjacent land. they are listed on the county tax rolls as being owned by the FLP which no longer exists.

 

[adjusterjack]

Sorry, but if those properties are owned by a defunct entity there is nobody authorized to sign documents conveying that property.

You will have to reinstate the FLP and then properly convey the property from the FLP to your trust.

You do, of course, have the option of doing this without reinstating the FLP but when there is a title issue in the future when you try to sell the property you are going to have big, expensive, problems.

 

[cleardot]

Sorry, but if those properties are owned by a defunct entity there is nobody authorized to sign documents conveying that property.

You will have to reinstate the FLP and then properly convey the property from the FLP to your trust.

You do, of course, have the option of doing this without reinstating the FLP but when there is a title issue in the future when you try to sell the property you are going to have big, expensive, problems.

I just spoke to the lawyer in NYC who created my FLP. Even with an administratively dissolved FLP the general partner can perform limited functions, one being to wind it down via distributions. He's going to help me do it for me this week.

On the reinstatement issue, I've just read a few accounts of FLP's being reinstated after administrative dissolution, yet I was not offered that option. It's so strange that he never tried to email or snail mail me, despite prior contact those ways.

 

[army judge]

I just spoke to the lawyer in NYC who created my FLP. Even with an administratively dissolved FLP the general partner can perform limited functions, one being to wind it down via distributions. He's going to help me do it for me this week.

On the reinstatement issue, I've just read a few accounts of FLP's being reinstated after administrative dissolution, yet I was not offered that option. It's so strange that he never tried to email or snail mail me, despite prior contact those ways.

It might be a version, or variation on the infamous, classic rope-a-dope strategy.

Person plays dumb, hoping you'll stay uninformed, eventually the actor somehow ends up with something you don't know you had lost.

Your loss, his gain.

Danger Will Robinson, danger.

 

[cleardot]

It might be a version, or variation on the infamous, classic rope-a-dope strategy.

Person plays dumb, hoping you'll stay uninformed, eventually the actor somehow ends up with something you don't know you had lost.


FY I do appreciate your cautions.

By rope-or-dope are you referring to the registrar not contacting me?

 

[adjusterjack]

On the reinstatement issue, I've just read a few accounts of FLP's being reinstated after administrative dissolution, yet I was not offered that option. It's so strange that he never tried to email or snail mail me, despite prior contact those ways.

Who is "he"?

 

[cleardot]

Who is "he"?

The registered agent. The FLP was created by an asset attorney in NYC and registered with Nevada Corporate Formations based in Las Vegas. In 2012 it was redomiciled to Wyoming under Wyoming Corporate Formations run by the same registered agent as NCF. I was commenting that I never received a dissolution warning or notice via email or regular mail and only learned of the dissolution when I called the agent up myself. "He" just said he'd tried calling my cellphone but in fact that cellphone was no longer active.

In 2015 I did ask him to send me the dissolution notification for my records but he never did. His last email to me had been in 2012.

I will definitely be calling the Wyoming Secretary of State business division to learn if this was mishandled.

In addition I don't understand why my NYC attorney didn't reach out to me. Once I learned the FLP was dissolved by the State of Wyoming he did inform me I could create a new FLP for $4000.

All of these people had my home address and could have sent me a warning at any time.