Answers to Frequently Asked Limited Liability Company / LLC Questions
Membership units in a Limited Liability Company (LLC) can, like stock in a corporation, be transferred from the LLC owners to others, including other current owners of the LLC.
A Sale Agreement or Assignment Agreement can be created to document the transfer of membership units (or stock), the parties to the transfer, the price for the units or stock (if any), etc.
The owners of the Units of the member-managed Limited Liability Company can assign and transfer their Units of ownership to a Living Trust, so long as no agreement (or the operating agreement of the LLC) restricts such transfer. If such a restriction exists, consent of all of the owners of the LLC would be required … Read more
If the Limited Liability Company was “formed”, how was it not signed or finalized? No state government would permit the filing for or formation of an entity without signatures.
An organizer is a person who signs the articles or organization that are filed to form an LLC. The organizer can be — but is not required to be — a member (i.e. owner) or manager of the LLC. By signing the articles, the organizer is not indicating any ownership or management in the LLC, … Read more
When filing for Limited Liability Company status with a USA state, the Articles of Organization that are filed with the Secretary of State may ask the filer to state a specific purpose for the business — e.g. ” medical supply and device supplier.”
But over time, the focus of a business may change, sometimes completely. Does such a change in business focus affect the validity of the LLC or its filing with the state?
While forming a Limited Liability Company (LLC) is not a guarantee that the members will not be named in a lawsuit in their personal capacity, the LLC is a legal entity that provides liability protection to the members (assuming the LLC is properly formed and properly run).
Transfer of ownership of an entity does not change or alter the entity itself. But there are a few pieces of the Limited Liability Company structure that should be examined when an LLC is sold.
Of course, Limited Liability Companies are state-based constructs, so state law would apply to any answer.
Also at issue is the ability of a minor to enter into contracts or take other actions to bind the LLC, as many contracts entered into with minors and third parties are void or voidable. A person who is under the age of majority may have insufficient legal ability to sign the Articles of Organization, thereby requiring an adult ‘organizer’ to execute the Articles.
Let’s examine a specific state example.
Corporations and LLCs do not necessarily have to disclose the names of people holding ownership interests in those entities within any public records.
Merging two Limited Liability Companies from different states (one newly formed, no less) is typically not something Standard Legal would recommend as to be handled pro se.