How hard is it to change ownership in an LLC?

Zachary Copp, Esq. LLC 4 Comments

It depends on the situation. If, for example, you are selling your business by way of selling membership interest to a third party or bringing in investors, the process can require a complex set of documents including a Letter of Intent, Subscription Agreement, and a complex Membership Transfer Agreement. On the other hand, if the transfer is relatively straight forward between 2 people already involved in the business (i.e. you originally specified a 50/50 split and would like to modify to a 60/40 split), the paperwork is much more simple. A simple LLC membership transfer process typically involves the following documents:

  1. Authorizing Resolution (we need to make sure the action proposed is properly approved);
  2. Membership Transfer Agreement (documents the terms of the transfer);
  3. Assignment of Membership Interest (effectuates the transfer);
  4. Amend the Company Agreement (the governing document will need to be updated…amending the ownership percentages at a minimum);
  5. File a Certificate of Amendment or Restated Certificate of Formation (only when the information in the Certificate of Formation has changed);
  6. Update the Responsible Party with the IRS, if applicable;
  7. Update the Membership Transfer Ledger; and
  8. Issue new Membership Certificates, if applicable.

We can often handle the membership transfer on a flat fee basis. Feel free to reach out to us to discuss your specific situation.

Comments 4

    1. Post

      Thank you for reaching out. We charge $400 to handle (or $650 if you need to amend the certificate of formation to correct the public record).

  1. Hi, my husband is the sole owner of a law firm in Dallas. We’re writing our wills and looking for the best way to pass on that asset. Thank you.

    1. Post

Leave a Reply

Your email address will not be published.