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I have a start-up that I established to sell software online. Nothing much came of the business, and so I'd like to sell the software program to a competitor and sell the business as a shell, perhaps to one of the many companies that handles corporate formations. (The company's formation documents, tax ID number (if desired), bank account (if desired) and LLC agreement and whatever else a buyer would want would be offered for sale.)

The business is a 2-member LLC. I can buy out the other member pretty quickly and make it a single-member LLC. The business also has a tax ID number, a bank account and is current on all tax filings.

One corporate incorporation company that I approached said that having a tax ID number will kill any chances that I have of selling the business as a shell, since any subsequent owner will need a new tax ID number.

I disagree (if the sale is structured as an equity sale), but I'd be curious: what problems do you see with selling my business as a shell? Any tips on selling it would be greatly appreciated.

Thanks.

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Does the LLC have any value on its own? The cost to create an LLC is only a few hundred dollars in many states. The cost to do due diligence on your documents, bank account, etc. probably costs as much if not more than the cost to create those things from scratch. Further, any buyer would assume the risk of any liabilities. For example, if one of your customers decided to sue the LLC.

You can certainly sell your software, but I don't see any value in the LLC.

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I see shell LLCs for sale by a few companies for up to a few thousand dollars. I'd think that particularly an overseas or out-of-state person would see value in having a bank account and tax ID number. It would take probably $2k in legal and filing fees to set up a similar LLC, so I'd think that it would have at least some value. I have full records of everything that the LLC has ever done (which isn't much), including tax filings and bank statements, so diligence shouldn't be too hard. – user6492 Aug 5 '12 at 18:05

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