I'm not expecting much asking this question, because it's a little complicated, but I'll ask it anyway.

We have a partner who has helped us invest in our company by giving us the mortage on our building. She is interested in becoming a full fledged equity partner and we agree.

We were thinking of rolling our personal ownership in our building into the business as an additional investment of our own and an equity investment (for the amount of the mortgage) on the part of our mortgagor. Thus the mortgage debt would be eliminated, but then so would be our only personal asset aside from the company.

We can't seem to find anything wrong with this idea and everything right with it.

Is there any reasons we're not thinking of that we should take into consideration BEFORE doing such a thing?

Any and all thoughts are welcome.


Tina Brooks, VP Marketing
Brooks Pepperfire Foods, Inc.
Makers of Peppermaster Hot Sauces
http://www.peppermaster.com
http://www.haitianfire.com
http://www.pepperfire.ca

Eat more peppers!

The assets of an operating biz are frequently (not always) kept separate from the real property assets being used by that business. "Separate" being in an entity-ownership sense: One LLC or corporation owns the operating biz, and a different entity owns the building, with both entities being owned / controlled by the same parties.

There are two common reasons for this type of structure: One is a conversion of income from a type that would be subject to self-employment tax, to a type that's not SE taxable. Generally the profits of the operating business are subject to SE tax on top of income tax. But when the operating-biz LLC pays rent to the building-owner LLC, that portion of the profits (rental income to the landlord, rent expense deduction to the tenant) are no longer subject to SE tax. Of course, to the people who own both entities it's just a right pocket - left pocket thing, but with the nice benefit of reducing their SE tax a bit.

The other reason arguing for separation of building from operating biz has to do with liability exposure. If someone gets injured in the building, they sue the owner. If the owner is the LLC or corporation which also owns the operating business, then ALL the assets---including those of the pepper biz---are at risk from an adverse lawsuit ruling. If on the other hand the building is owned by an LLC whose only asset IS the building, then only the building itself is exposed to the lawsuit.

On that latter point, should you go that route, be sure to have an attorney discuss with you the fundamental guidelines you need to follow to minimize the risk of having a court "pierce the corporate veil", which would run counter to your liability-firewall objective.

You may have other reasons arguing in favor of consolidating the assets into a single entity, but they'd have to weigh heavier than the two I mentioned above.

Best of luck!