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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 18 comments left for Change of Ownership For an LLC Is Easy in DelawareJúlia Andrade Nogueira said: Friday, July 9, 2021
The partnership is an LLC whose interests we are representing in Units. We initially issued Unit Certificates to the 3 original partners in the LLC and now new partners are joining and diluting the old partners who remain in the partnership but with fewer Units. In this case, will we issue Unit Certificates to the new members and what do we do with the old certificates, cancel them?HBS Staff replied: Monday, July 12, 2021
Hi Júlia, The ownership, operations and management of an LLC are governed by a written Operating Agreement among its owners that is not required to be publicly filed or disclosed to the Delaware Division of Corporations. As a result, an LLC allows the ability to create a customized management structure, which prescribes the relationship among owners. The State of Delaware does not need to be informed of changes of members as that is considered an internal matter within the operating agreement. While issuing unit certifcates is not common, you may want to reach out to an attorney for further assistance.Jan Barbas said: Wednesday, May 19, 2021
Hi, if one wants to not be part of an Delaware LLC, is it enough to create a Interest agreement where they state that they assign and transfer all their membership interest to the remaining LLC founders and all the LLC founders sign it? Is there a specific wording or phrase that needs to be used or the above is ok? Second: After the interest agreement is signed and a new operating agreement is created with the remaining shareholders is there anything to be done for the member leaving the LLC so that they are not part of the LLC anymore? Thanks!HBS Staff replied: Wednesday, May 19, 2021
Thank you for reading our blog and for your question. The removing and adding of Members (Owners) in a Delaware LLC is not required to be disclosed to the State of Delaware nor to Harvard Business Services, Inc. The LLC Operating Agreement is also not required to be disclosed to the the State of Delaware nor with Harvard Business Services as this is an internal document. All that Harvard Business Services requires is an accurate contact person. For more assistance with your questions we would recommend you speak with an Attorney for further clarification.Sami 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.