Change of Ownership For an LLC Is Easy in Delaware


change of ownership for an llc 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:

  • the name of the Delaware LLC
  • the name and address of the Delaware LLC's registered office 
  • the name of the LLC's Registered Agent in Delaware

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.

Free LLC Operating Agreement Templates

Since there is minimal information on the Certificate of Formation filed with the state of Delaware, this information does 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.

These free Operating Agreement templates, for a single-member LLC, a member-managed or manager-managed LLC, or a series LLC, can be utilized as is or customized for your LLC.

More By Brett Melson

There are 2 comments left for Change of Ownership For an LLC Is Easy in Delaware

shahid nadeem said: Friday, November 18, 2016


Robert Miller said: Sunday, October 16, 2016

In 2008, an individual claimed on Wikipedia that he bought all interest in an Delaware LLC. He has used this claim to make demands to vendors. Can anyone just claim to transfer / take ownership of a Delaware LLC and not file the transfer with the State? I paid for the history of this LLC.Please explain. In other states, a change off ownership must at least be filed within a time limit. Best Regards

HBS Staff replied: Wednesday, October 19, 2016

Since the members are not listed or on file with the State of Delaware the changes are made internally in the LLC agreement. The LLC agreement amendments are recorded and kept on file internally in the LLC. When it comes to making an ownership claim or transfer, clients typically work with an attorney.

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