1210012 Informal Interpretation

Michael Verne

- A and B will each hold 50% of the LLC. B is required to file. The
filing fee is determined by valuing, in this case, 50% of all (exempt and
nonexempt assets) that the LLC holds. MV concurs.





Friday, October 19, 2012 5:48 PM


Johnson, Janice C.


Determination of Filing Fee

DearMs. Johnson:

Justa quick question about determining the amount of the filing fee. A and B areforming an LLC to which each will contribute assets, and each will hold a 50%economic interest in the LLC. A will contribute assets that exceed the size oftransaction threshold (and size of parties test is met). Both A and B aredeemed to acquire control of the LLC. The assets that B contributes do notexceed the threshold, so A's acquisition of control of the LLC is exempt under802.4 and 802.30(c). The assets that A contributes, however, exceeds thethreshold, so B's acquisition of LLC interests is reportable.

Hereis the question. Is the filing fee determined by the value of A's contributionalone (that is, the non-exempt assets that B acquires) or the value of A'scontribution plus B's contribution (even though B already controls the assetsthat it contributes to the LLC)?

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