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  1. #1
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    Nov 2013
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    Default Taking Ownership of an LLC from Deceased Owner

    My question involves business law in the state of: PA

    My father had registered an LLC that he used for his side work and other ventures he got into. Upon his death last year, the LLC didn't have any assets (but also no liabilities). Nothing was ever done with the LLC by the executor of his estate (my mother). I like the name he had registered for his LLC and I wanted to find out if there is anyway that I can take ownership of that LLC and maintain the name. I'm assuming I would need to purchase it from my mother? How would I go about doing that? How would we establish a fair market value for purchasing it? What other paperwork would I need to go about this? Thanks guys.

  2. #2
    Join Date
    Sep 2010
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    19,591

    Default Re: Taking Ownership of an LLC from Deceased Owner

    The estate could transfer it's membership to you. Money need not be involved. Unless there's a whole lot of good will your father built up in his side business, it's probably not worth much. Once the executor has sold/given you the membership, you can file with the state to change the contact information to yours. Here's a copy of the form http://www.giampololaw.com/docs/Regi...Office_LLC.pdf

  3. #3
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    Nov 2013
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    Default Re: Taking Ownership of an LLC from Deceased Owner

    Thanks flyingron. That's helpful. Will I need any other details? Looks like form that form all I need is the name of the LLC. How does the executor (my mother) give me the membership?

  4. #4
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    Sep 2010
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    Default Re: Taking Ownership of an LLC from Deceased Owner

    She just needs to write a document that says the Estate of <dad's name> grants the 100% membership in <insert llc name> that they hold to <your name>. Signed <mom's name> Personal Representative (or executor) for the Estate of <dad's name>. Lock that away someplace secure. Then fill out the form and mail it in.

  5. #5
    Join Date
    Nov 2013
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    Pennsylvania
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    Default Re: Taking Ownership of an LLC from Deceased Owner

    Hi Everyone - after some more research, it turns out I was wrong. Apparently, the LLC I thought my father had had was actually a fictitious name registration. I don't fully understand what that is, or if it will help in my situation.

    What I'm trying to do - initially, I was just trying to take ownership of my dad's LLC because I liked the name of it and wanted to continue it. Now, I have an additional reason to have an LLC, as my wife has started working as an independent consultant for a sales firm. Does a fictitious name protect a small business in the same way as an LLC? Will taking ownership of this fictitious name registration help me or am I better registering a new LLC?

  6. #6
    Join Date
    Oct 2014
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    7,831

    Default Re: Taking Ownership of an LLC from Deceased Owner

    A fictitious name or trade name is simply a named used for business other than the legal name of the owner of the business. Most states require that these names be registered so that the public can find out the real person or entity running the business. For example, suppose Bill Smith opens up a flower store and calls the store Big Mountain Flowers. The name Big Mountain Flowers is a trade name used by Bill Smith for his flower business. In most states he’d have to register that name so that the public could search the records and find out who owns the Big Mountain Flowers store. A LLC or corporation may also use a trade name. If Bill Smith formed Smith Trading Corporation to run the flower store then Big Mountain Flowers would be a trade name of Smith Trading Corporation. A trade name is just that: a name. It is not a type of business entity like a corporation or LLC. Thus, a trade name offers no protection to the owners against liability for the debts of the business like a corporation or LLC does.

    The trade name may also be a trademark. A trademark allows the holder of the mark to prevent others from using the name or mark and to sue for damages for infringing on the mark.

    To the estate that your father’s estate has a trademark in the name you wish to use you’d want the estate to transfer those rights to you.

  7. #7
    Join Date
    Dec 2014
    Posts
    27

    Default Re: Taking Ownership of an LLC from Deceased Owner

    Quote Quoting Taxing Matters
    View Post
    A LLC or corporation may also use a trade name. If Bill Smith formed Smith Trading Corporation to run the flower store then Big Mountain Flowers would be a trade name of Smith Trading Corporation. A trade name is just that: a name. It is not a type of business entity like a corporation or LLC. Thus, a trade name offers no protection to the owners against liability for the debts of the business like a corporation or LLC does.

    The trade name may also be a trademark. A trademark allows the holder of the mark to prevent others from using the name or mark and to sue for damages for infringing on the mark.

    To the estate that your father’s estate has a trademark in the name you wish to use you’d want the estate to transfer those rights to you.
    Right, but if you don't have a LLC. You can still get business insurance that does protect you right? Or is that something different?

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