Must the contract be amended if an individual buyer wants the deed to be in the name of a new LLC?

QUESTION: I am representing an investor who has put a property under contract using the Offer to Purchase and Contract (Form 2-T). The contract is in his individual name and he will be paying cash. He has just informed me that he wants the property to be titled in the name of an LLC that he is in the process of registering with the Secretary of State’s Office. Is there a form I can use to amend the contract to reflect that the buyer will be the LLC instead of him, or that can be used to assign the contract to the LLC? In either case, how would I handle this if the LLC isn’t even in existence yet?

ANSWER: Assuming that your client will be the sole owner of the LLC, and assuming the objective is simply to have the property titled in the name of the LLC, it isn’t necessary to amend or assign the contract. That’s because new language in paragraph 8(i) of Form 2-T permits the deed to be made not only to the buyer, but also to certain persons or entities other than the buyer, including “a corporation, limited liability company, or other business entity of which Buyer is the sole owner or shareholder.” So long as the LLC is in existence at the time of Settlement, the attorney who is preparing the deed can show the LLC as the grantee based on the wording of paragraph 8(i) without the necessity of amending the contract or assigning it to the LLC. Additional information about the change to paragraph 8(i) is contained in a recent Q&A that may be accessed here.

On the other hand, if there’s some reason why it’s important to your client that the contract be assigned to the LLC or amended to name the LLC as the buyer, your client should consult with an attorney for guidance on the best way to accomplish the client’s objective.