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Change of ownership for an LLC can be complicated and requires costly amendments in most U.S. states.
However, not in the state of Delaware. The only document required to be filed in Delaware to create an LLC is the Certificate of Formation.
Unlike other states, Delaware requires very little information to be made public in order to form an LLC.
The Certificate of Formation filed with the Delaware Secretary of State is required to contain only three items:
Information such as the member(s) name, address and the percentage of the business owned is not required to be provided to the state of Delaware and therefore is not part of the public record. This information is kept on file internally within the LLC's Operating Agreement.
The LLC's Operating Agreement can be altered as needed by the members, without filing the changes with the state of Delaware. Some of the typical changes people make are the removal or addition of a member or the change in percentage of a member's ownership.
The LLC's Operating Agreement must be amended to reflect that a new member is now part of the LLC, or to reflect the removal of a member, and all current members must sign the newly amended Operating Agreement, but you are not required to file the amended Operating Agreement with the state of Delaware.
Here are some sample LLC Operating Agreement amendments you can use for your own company. Please remember that these should be customized and thoroughly reviewed to make sure they meet the specific needs of your business.
Since there is minimal information on the Certificate of Formation filed with the state of Delaware, these amendments do not need to be filed or recorded with the state.
Your Delaware Registered Agent does not need to be informed of the change either; we only need to know if there is a change to the company's communications contact, address or phone number. So, unlike many other states, change of ownership for an LLC can be done quickly, easily and without incurring any fees.
Lastly, if you're creating your initial Operating Agreement (not amending one), we have additional free templates and additional information available here.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
There are 16 comments left for Change of Ownership For an LLC Is Easy in DelawareSami said: Tuesday, September 8, 2020
If there are two members one US citizen other from outside and later the US member wants to withdraw. 1. Can the LLC survive with only Non US member? 2. Would the LLC tax status need to be changed from Partnership to S Corp? 3. Would bank or any other entity need to be notified of the change? Thanks very much for your help in advance.HBS Staff replied: Tuesday, September 8, 2020
Yes, an LLC can have any combination of U.S. and/or non-U.S. members. For a Delaware LLC, the ownership change would be made in the operating agreement and does not need to be filed with the state. It is wise to notify anyone with whom the LLC has an account and understand whether the change affects the existing relationship. More info on that here: https://www.delawareinc.com/blog/llc-change-ownership-checklist/
Unfortunately, we cannot advise on what you'll need to do for tax status, as this can vary based on the specific company. We recommend consulting a tax professional for this part of your question.Rita said: Wednesday, July 8, 2020
Is it possible if the other member of the company resides outside US? what is the law or rule for thisHBS Staff replied: Thursday, July 9, 2020
Yes, any individual or business entity in the world, with the exception of certain restricted countries, is eligible to be a member of Delaware LLC. Here is some additional information: https://www.delawareinc.com/blog/who-can-be-a-member-of-an-llc/Peter said: Monday, March 30, 2020
I have a single-member LLC in Delaware, I want to transfer 100% of the company to another person, what do I need to do?HBS Staff replied: Thursday, April 2, 2020
Many of our clients find the templates in this article helpful for changing LLC ownership. If you need additional support, feel free to call us. Or for legal advice, please contact your attorney.HEM SENTHIL RAJ said: Wednesday, February 19, 2020
We wish to know the procedure for change of directors, i.e. we wish to induct one new director and remove an existing director. Also we wish to have an engagement with your firm for corporate secretarial services for our company named "Plintron Technologies USA LLC" [Reg No. 5247968 on a reatinership basis which shall include the following: a Mandatory Board Minutes and Resolutions for a year, b named company secretary, c other regulatory/statutory Compliances. Let us know for a one on one discussion to take it forward. My contact no is +971-585637153.HBS Staff replied: Thursday, February 20, 2020
For changing a Director, you can review this article about changing corporate officers, as the process is similar. You may wish to review the terms for your specific company with an attorney if you are unsure how to proceed. Unfortunately, we do not provide services for taking miuntes or providing officers for your corporation.abdul said: Tuesday, December 24, 2019
if i want to open a new bank account for the llc through the new member they required the article form the state shows the new member for the LLCHBS Staff replied: Friday, December 27, 2019
Each bank will have its own requirements for opening a new account. It is best to check with the specific bank you're working with to understand what they will need. We can help you obtain any documents you need from the state of Delaware.