The issue of debt treatment in a business purchase of a Limited Liability Company is usually highly-complicated and fact-specific. The answer depends upon how the debt was created, how the company was purchased, and other mitigating factors. If the company debt which was incurred is a debt incurred only by the entity, personal liability should not necessarily attach to the owners (absent a claim by the creditor to pierce the corporate veil, or if a personal guaranty was signed).
In the event of a business sale, a debt may nor may not pass to the purchaser. If a purchaser purchases the stock of a corporation or the units of an LLC, the purchaser purchases the debts of the entity as well. (This does not mean that there is personal liability, just that the new owner must deal with the corporate or LLC creditor as the debt is unaffected).
If the purchaser purchases only the assets of the corporation and LLC but not the stock or units, the purchaser may nor may not be liable for the debts of the entity from whom the assets were purchased.
In a scenario such as this, a qualified attorney should be consulted to determine the rights and responsibilities of each of the parties; you can find a local attorney for FREE at Standard Legal’s Attorney Find page.