Consumer Law, Warranties Transfer of Assets from an S-Corp to LLC

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mlavigneosu

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My business deal consists of the following:

I am buying out my current partner's share in our S-Corporation (I will own 100%) and I have already opened a new California LLC.

The problem: I was told the State of CA does not allow transfer of assets from an S-Corporation to an LLC. So here is what was proposed by the lender.

The lender indicated that when they loan me the money, I must first transfer 100% of the assets of the S-Corporation to myself as an individual, then I must dissolve the S-Corporation. The final milestone is that the assets will be transfered from myself to the LLC.

My questions:

How do I document the transfer of assets from the S-Corporation to me as an individual (or do the S-Corp dissolution papers provide enough evidence)?

And How do I document the transfer of assets from myself as an individual to the LLC?

Thank you!
 
I'm not a California attorney - where did you see the law you are citing? I'm not sure why you couldn't have an asset purchase and then a dissolution of the corporation. If you need a "straw man' then you simply must document the transaction as you would any other transaction, with a contract of sale or bill of sale, receipt of money, etc.
 
Thanks for your input, I really appreciate the angle. I am scheduled for a consultation with a transactional/tax attorney to clarify.
 
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