MVC News | Menicucci Villa Panzella Calcagno PLLC

Pitfalls in failing to structure your investment property in an LLC

In commencing a new development project, novice investors will often question the need to place title to their investment property in a corporate entity such as a Limited Liability Corporation (LLC), as opposed to owning the property personally. When advised that corporate ownership could avoid personal liability, the question is often asked: “If I have property insurance, won’t that cover all liability?” Here is a brief discussion as to why investors/developers should protect their investment property by placing it in an LLC or other corporate entity:

One major benefit of corporate ownership of investment property is the avoidance of personal liability. From the moment that a deed transfers legal title, the purchaser may be held legally liable for any claim which occurs thereafter with respect to property – even immediately thereafter. A claim, for example, for negligence or personal injury, can arise at any time – even hours or minutes after property legally changes hand. These claims, if valid, could subject the new property owner to an indeterminate amount of money in damages. Owning the property in a duly formed, proper corporate entity will shield the individual investor/ owner’s assets from liability or seizure resulting from a successful lawsuit, and instead may effectively limit liability to the value of the property, and protect any other separately owned property or assets. Many investors who own several properties will in fact form a new corporate entity for each property they own, so liability on one property cannot extend to other properties, which could occur if the properties were owned by the same entity.

Further, in advance of a purchase of property, an investor should always take steps to ensure that there are no gaps in insurance coverage – in other words, there is no period of time when the seller’s insurance has been terminated, and the investor’s insurance has not yet begun – leaving the property uninsured against loss and liability. Even once insurance is in place, there are typically numerous exclusions in a standard insurance policy, which will not provide coverage for certain events. Some of these exclusions include gross negligence, flood damage, lack of certain kinds of maintenance (e.g., snow removal). In addition, should the subject property be insured, it’s important to note that any recovery in excess of the insurance cap will be the responsibility of the property owner.

For example, an individual seeks monetary damages for a personal injury accident in the amount of $1,500,000.00. If the property owner’s policy covers damages only up to $1,000,000.00, then the property owner will be open to liability for the additional $500,000.00. If the property was owned by a corporate entity – not an individual – then under most circumstances, the entity – and not the individual investor – would be subject to this liability. Thus, it is also important for an investor to make sure that his or her entity is property insured in a sufficient amount to protect the investment property.

If there is more than one investor in a property, using a corporate entity has the additional advantage of using an Operating Agreement, or other corporate governance document, to set the parameters for how the property will be utilized, protected, and sold. For example, if two individuals own a property together, and one wishes to sell, and the other not, the only remedy is expensive litigation by way of a “partition action”. An operating agreement can provide that a property be sold pursuant to a vote of a certain number of ownership interest, avoiding costly litigation. There may also be tax and financial benefits to purchasing or owning an investment property under a corporate entity.

While there are costs to form an LLC or other corporate entity, for the purpose of purchasing real property, the benefits often far outweigh these costs. Simply stated, it’s important not to be penny wise, pound foolish when engaging in investment property ownership. Ownership in a corporate entity, while having minor upfront costs, can help avoid substantial, and expensive, future headaches.

If you have any questions for the Menicucci Villa PLLC team about setting up a Limited Liability Company for your real estate investments in New York call 718-667-9090 today!

Law Firm Menicucci Villa Panzella Calcagno, PLLC Marks 20th Anniversary of Residential Lending Division’s Operations Director

Expansion of Dina Malliae’s workplace responsibilities were inspired by a proactive response to tougher banking regulations by the Staten Island-based legal practice

STATEN ISLAND, N.Y. – Dina Malliae, operations director of the Residential Lending division at Menicucci Villa Panzella Calcagno, PLLC (MVPC Law), is celebrating her 20th anniversary with the law firm, much to the delight of its namesake founder.

“Dina has proven her capabilities over a span of two decades, working with our firm’s partners and the lending institutions we represent,” said MVPC Law Managing Partner Michael M. Menicucci. “She has never faltered in her ability to embrace vital and complex responsibilities with eagerness and self-confidence, arguably playing an integral role in the growth of our firm.”

However, Ms. Malliae said she would not have foreseen her latest career milestone 20 years ago.

“I took this position as a mom with two little kids who was buying a home and retained Mike [Menicucci] to be my lawyer,” recalled Ms. Malliae, whose employment at the firm began in December 1997. “I wasn’t looking for a job, but Mike offered me an opportunity to work at the office just a few hours a week – and it seemed like the perfect fit at the time.”

Upon her arrival, Ms. Malliae lacked an understanding of the mortgage industry, but that would dramatically change.

“Over time, Mike taught me the business,” she said. “As I was learning, the department was growing, and together we transformed it from a two-man show into a fully staffed lender-services department, representing most of the top mortgage lenders and brokers.”

As the years went by, industry regulations became stricter, guidelines become more demanding – and MVPC Law evolved with the times.

“We developed and integrated a state-of-the-art IT system, which was fully Dodd-Frank compliant,” Ms. Malliae said.

The firm’s proactive response to tougher banking regulations inspired an expansion of Ms. Malliae’s responsibilities.

“We had to quickly learn and adhere to these demands from an operational standpoint, which led to a change in my role at the firm,” she said.

Today, as operations director of MVPC’s Residential Lending division, some of Ms. Malliae’s work involves regulatory compliance; training of staff with regard to Dodd-Frank and TILA-RESPA Integrated Disclosure (TRID) guidelines; processing and closing loans; preparation of profit and loss (P&L) statements; conferring with the firm’s senior partners; traveling to out-of-state lender sites, and more.