Corporate & Entity-Owned Property FAQ: Questions New York Homeowners Ask
Hudson River Realtors | Referral Network Serving New York State
Can an LLC sell property directly?
Yes. The LLC sells the property through its authorized member or manager, as specified in the operating agreement. The LLC must be in good standing with New York State.
Who signs the contract for an LLC?
The authorized member or manager signs on behalf of the LLC. The signature format is typically 'LLC Name, by [Name], its [Member/Manager].' The title company verifies authority.
How is trust property taxed when sold?
Revocable trusts: same as individual ownership (Section 121 exclusion may apply). Irrevocable trusts: taxed at trust tax rates unless gain is distributed to beneficiaries. Stepped-up basis applies at the grantor's death for revocable trusts.
What is an entity sale?
Selling the entity's ownership interests (LLC membership units, shares, etc.) instead of the property itself. The property stays with the entity but the entity has new owners. May provide tax advantages.
Do I need a corporate resolution to sell?
If the property is owned by a corporation, yes — the board of directors must authorize the sale. If the sale represents substantially all corporate assets, shareholder approval may also be required.
Can one LLC member force a sale?
It depends on the operating agreement. If the agreement is silent, New York LLC law provides default rules. If members disagree, options include buyout, mediation, or partition action.
Are there transfer tax implications for entity sales?
New York has anti-avoidance provisions that may tax transfers of controlling interests in entities that own real property. Consult a tax attorney before structuring an entity sale.
How can Hudson River Realtors help?
We connect you with agents experienced in entity property sales who can work with your attorneys and accountants to manage the complex documentation and closing requirements. The referral is free.