Overview
On Joynt Pro, selling your share does not automatically put the whole property on the market. The Operating Agreement already has a process for you to leave, for the other owners to buy first, and for who can join.
- You can find a buyer. Before that sale closes, the other owners have 30 days to buy the share at the offered price.
- If more than one owner wants it, they have a short window to agree on a plan. If they cannot, you pick one of them. The purchase then has a set deadline to close.
- If no owner steps in, you can generally proceed with the outside buyer. If the price later drops by 5% or more, the other owners get another chance.
- The group can reject a proposed new owner for a stated, reasonable financial concern. A new owner has to sign on to the Operating Agreement before they get usage, votes, or the other rights of ownership.
- Outstanding amounts attached to that share do not disappear. A loan may still require lender consent.
- Selling only part of a share is allowed, but the ownership structure has to be updated formally. It is not an informal side deal.
- If you cannot sell after a diligent, sustained effort of at least a year, there is a later path that can lead to selling the entire property. Even then, the owners who want to keep it get a chance to buy out the ones who want to leave.
Can an owner sell their share?
Yes. An owner can sell all or part of their Membership Interest, but the transfer must follow the requirements in the Operating Agreement.
If an owner finds a buyer and wants to accept their offer, the other owners generally get the first opportunity to purchase the interest on the same terms.
Joynt Operating Agreement - Section 4.3A provides:
“A Member who wishes to accept an offer to purchase all or any part of a Membership Interest (the ‘Reselling Member’) while, or within six months after, such interest is/has been advertised for sale must provide to Joynt a Sale Notice attached to a copy of the offer. Joynt shall then post the Sale Notice and offer on its online portal. Each Member shall have the right to purchase for the price stated in the offer. Any Member may exercise this purchase right by providing to Joynt a Notice of Intent within 30 calendar days of the date on which the Sale Notice and offer are posted on the Joynt online portal.”
So the departing owner can look for a buyer, but before completing the sale, the existing owners have 30 calendar days to decide whether they want to purchase the interest at the offered price.
If only one Member provides a timely Notice of Intent, that Member becomes the purchaser on the terms contained in the Sale Notice.
What if more than one owner wants to buy the share?
The Operating Agreement has a process for that too.
If multiple Members provide a Notice of Intent during the 30-day period, they receive an additional 15 calendar days to agree on how they will purchase the interest.
Joynt Operating Agreement - Section 4.3B requires their plan to:
“(i) result in the purchase of 100% of the interest being offered for sale; (ii) the total amount received by the Reselling Member would equal the price stated in the offer provided by the Reselling Member at the start of the right-of-purchase process; and (iii) the plan is agreed upon by each of the Members that timely provided a Notice of Intent.”
If the interested Members cannot agree on a purchase plan within that period, the Reselling Member selects a single purchaser from among the Members who timely expressed their intent to purchase.
How long does the purchase have to close?
Once the purchaser or purchasers are identified through this process, they have a legally binding obligation to complete the purchase.
Joynt Operating Agreement - Section 4.3C states:
“The single purchaser, or the purchasers under a Notice of Agreement (if any), shall have a legally binding obligation to complete the purchase within 90 calendar days of the date on which the Sale Notice and offer are posted on the Joynt online portal.”
That gives the group a defined timeline rather than leaving the departing owner waiting indefinitely for the other owners to decide whether they will actually complete the purchase.
What if none of the other owners wants to buy?
If no Member provides a Notice of Intent within the required 30-day period, the departing owner can generally move forward with the outside buyer.
But the other owners’ purchase right cannot be bypassed by presenting one price and then substantially lowering it afterward.
Joynt Operating Agreement - Section 4.3C provides:
“If no Member timely provides a Notice of Intent, the Reselling Member may generally proceed with the sale without giving any further Notices or purchase rights; however, if there is a renegotiation that results in a price reduction of 5% or more, the Reselling Member may accept such reduction only subject to the purchase rights of the other Members, and must then restart the procedure described above beginning with a new Sale Notice.”
In other words, if the outside deal is later renegotiated downward by 5% or more, the existing owners get another opportunity to purchase at the new terms.
Can the other owners reject the new buyer?
Under certain circumstances, yes.
The Operating Agreement includes a separate Right of Rejection designed to give the ownership group protection against a proposed new owner who presents reasonable financial concerns.
Before most voluntary transfers to someone outside the existing ownership/family exceptions described in the agreement, the transferring owner must provide the other Members with financial information about the prospective transferee, including:
- a loan application,
- a credit report, and
- for a self-employed prospective transferee, the two most recent years of federal tax returns.
Joynt Operating Agreement - Section 4.4 then provides:
“The transfer shall not be permitted if, within 30 calendar days following the Notice proposing the transfer, the transferor receives a valid Rejection Notices from two or more Members whose Percentage Interests, when added together, equal or exceed 25%.”
There is a special rule when the LLC has only two Membership Interests:
“Notwithstanding the preceding sentence, when there are only two Membership Interests, the transfer shall not be permitted if, within 30 calendar days following the Notice proposing the transfer, the transferor receives a valid Rejection Notice from the other Member (regardless of such other Member’s Percentage Interest).”
A rejection cannot simply be arbitrary. To be valid, the Rejection Notice must state that the Member disapproves of the proposed transferee and articulate a reasonable basis for that disapproval.
Does the new owner have to agree to the existing Operating Agreement?
Yes.
Someone who acquires a Membership Interest does not simply step into the property without taking on the responsibilities that come with it.
Section 4.1 requires the incoming owner, along with any other Parties who will share that Membership Interest, to sign an Assumption of Obligations and agree to be bound by the Operating Agreement.
Until those requirements are satisfied, the incoming owner is not entitled to use the property, vote on ownership matters, or participate in the other benefits of ownership.
The Assumption of Obligations itself requires the incoming owners to:
“Agree that they, together with each other person signing this Assumption of Obligations, shall jointly and severally assume all of the duties and obligations associated with the Affected Membership Interest...”
This helps keep the rules consistent even as ownership changes. A new owner does not start with a blank slate. They enter into the ownership structure that already governs the property.
What happens to unpaid amounts when a share is transferred?
Selling or transferring a Membership Interest does not necessarily make outstanding obligations associated with that interest disappear.
Section 1.4G provides that a transferee automatically becomes responsible, jointly and severally with the transferor, for amounts the transferor owes to the LLC, regardless of whether the transfer occurs through a purchase, gift, inheritance, marital settlement, or another means.
The transferee is also responsible for taxes and fees resulting from the transfer under Section 4.2, although the transferee and transferor can privately agree that some or all of those costs will be paid by the transferor.
What if there is a mortgage on the property?
A transfer also has to account for the terms of any mortgage on the property.
Joynt Operating Agreement - Section 4.6 provides:
“If a proposed voluntary transfer of all or any part of a Membership Interest would require the consent of the holder of a Company Mortgage under the terms of the loan documents, then, notwithstanding anything to the contrary in this Agreement, the transfer shall be prohibited unless either: (i) the holder of the Company Mortgage consents to the transfer; or (ii) the decision to allow the transfer without such consent receives Unanimous Approval.”
So the Operating Agreement does not override the lender’s loan documents. If lender consent is required, that requirement must be addressed as part of the transfer process.
What if someone wants to sell only part of their share?
That is possible, but additional requirements apply.
The Operating Agreement allows a portion of a Membership Interest to be transferred. Depending on how the transfer is structured, the new person may become part of the Group that already owns the Membership Interest, or one or more new Membership Interests may be created.
Creating a new Membership Interest requires an MI Creation Notice and satisfaction of the requirements in Section 7.2B, including updated Assumption of Obligations forms and Percentage Interests and Shared Debt Percentages that reconcile exactly with the original Membership Interest.
Joynt Operating Agreement - Section 4.3D specifically provides:
“Notwithstanding anything to the contrary in the preceding Subsections, when the Reselling Member wishes to accept an offer to purchase only part of a Membership Interest, no sale shall be allowed unless each requirement of Subsection 7.2B is satisfied.”
So selling part of an interest isn’t treated as an informal side arrangement. The ownership structure has to be formally updated under the agreement.
What if an owner can't find anyone to buy their share?
This is where the Operating Agreement provides an important long-term exit path.
An owner isn't necessarily trapped indefinitely simply because they can't find a buyer for their individual Membership Interest.
Joynt Operating Agreement - Section 5.1A allows a single Member to trigger a sale of the entire property if:
“they can demonstrate that they have made a diligent and sustained effort to sell the entirety of their Membership Interest for a continuous period of at least one year at an asking price not greater than their Percentage Interest of the Fair Market Value of the Property as of the date the Member triggers sale under this Section.”
That means an owner cannot simply decide they would rather sell the entire property because their share didn't sell immediately.
They must have made a diligent and sustained effort for at least one continuous year to sell their entire Membership Interest, and their asking price cannot have been greater than their Percentage Interest of the property's Fair Market Value when they trigger the sale.
Are there other ways the entire property can eventually be sold?
Yes.
The agreement intentionally changes the voting threshold for a whole-property sale as the ownership relationship gets older.
Under Section 5.1B, a sale of the entire property can be triggered:
During the first five years after the LLC acquires the property: Unanimous Approval is required.
Beginning five years after acquisition through year ten: Supermajority Approval is required.
Beginning ten years after acquisition: Majority Approval is required.
There is also a special provision when there are only two Membership Interests. Beginning five years after the LLC acquires the property, either Member may individually trigger a sale of the entire property.
A single Member can also trigger a sale at any time following a sudden and unexpected event causing property damage when the uninsured portion of the repair cost would exceed 20% of the property's Fair Market Value immediately before the damage.
If a sale of the entire property is triggered, does the house have to be sold?
Not necessarily.
The agreement gives the owners who want to keep the property an opportunity to prevent the sale by buying out the owners who want to sell.
After the whole-property sale process is triggered, the Management Coordinator determines the property's Fair Market Value using a defined process involving comparative market analyses from four licensed real estate agents. The highest and lowest valuations are disregarded, and the middle two are averaged to determine Fair Market Value.
Members who favor the sale then identify themselves as Triggering Members.
Joynt Operating Agreement - Section 5.2C provides:
“Sale of the Property can be prevented if the Membership Interest of each Triggering Member is purchased for its Buyout Price.”
The Buyout Price is designed to approximate what the Triggering Member would receive if the property were actually sold and the LLC dissolved, accounting for items such as expected sales commissions, seller-paid costs, the LLC’s debts, expected taxes, and dissolution costs.
To prevent marketing of the property from beginning, each Triggering Member must receive their full Buyout Price within 90 calendar days after the Notice of Valuation is posted on the Joynt online portal.
Even after marketing begins, a sale can still be prevented if every Triggering Member receives their full Buyout Price before the LLC becomes obligated under a contract to sell the property to a third party.
What happens if no one buys out the owners who want to sell?
If the required buyouts do not happen, the Operating Agreement provides a defined process for marketing and selling the property.
The Management Coordinator lists the property at its determined Fair Market Value with one of the qualified agents used in the valuation process.
The initial listing period can be either 60 or 90 days. If the property does not go under contract during that period, it is relisted with the asking price reduced by 5%.
That process repeats at the conclusion of each listing period until the property is sold.
Under Section 5.2D, an offer that meets the agreement’s requirements must be accepted, including an offer at or above the then-current asking price, with proceeds to the seller in cash and without contingencies or demands outside local custom.
What happens after the entire property is sold?
The sale of the entire property triggers dissolution of the LLC.
The agreement first accounts for the LLC’s debts, taxes, dissolution costs, mortgage, and amounts individual owners may owe to the LLC.
The remaining Allocable Proceeds are provisionally allocated according to each owner’s Percentage Interest, with each owner’s Shared Debt Percentage then used to account for their portion of the mortgage.
No distribution can be made until doing so complies with applicable law and the LLC has either paid or reserved enough money to cover its remaining obligations. Any amounts a particular owner owes to the LLC are also withheld from that owner’s distribution.
The bottom line
An owner wanting out doesn't automatically put everyone else's ownership at risk.
The Operating Agreement creates a sequence:
- The departing owner can look for a buyer.
- The existing owners get an opportunity to purchase the share first.
- The group has protections around who can become a new owner.
- The incoming owner must take on the obligations of the Operating Agreement.
- Mortgage requirements still have to be respected.
- If an owner genuinely cannot sell their share after a sustained effort, there is eventually a defined path toward a whole-property sale.
- Even then, the owners who want to keep the property have an opportunity to buy out those who want to leave before the property is sold.
The goal is to make sure an ownership change follows a process everyone agreed to before the situation arises.
