Delaware Sale and Assignment of a Percentage Ownership Interest in a Limited Liability Company

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Description

A limited liability company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.


A membership interest may be used to refer to the ownership interest of a member in the LLC. The word unit is often used to reflect the membership interests of a member in the LLC. Some LLC's issue membership interest certificates. To become a new member of the LLC the consent of majority of the members is necessary. A transfer of units of an existing member does not automatically include membership into the LLC.

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FAQ

§§ 18-702. Assignment of limited liability company interest. (a) A limited liability company interest is assignable in whole or in part except as provided in a limited liability company agreement.

Section 18-217 allows a domestic Delaware limited liability company (LLC) to divide itself into two or more domestic LLCs and to allocate the assets and liabilities of the dividing LLC (the ?dividing company?) among itself (if the dividing company survives the division) and the newly formed LLCs (the ?resulting ...

Under Delaware law, sale of the entire LLC must be approved by all of the LLC's members. When transferring full ownership of your LLC, draft and execute a buy-sell agreement with the individual or entity seeking to purchase the business.

A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities ...

Registered series of members, managers, limited liability company interests or assets [Effective Aug. 1, 2019]. (a) If a limited liability company agreement provides for the establishment or formation of 1 or more series, then a registered series may be formed by complying with this § 18-218.

If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's personal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, ...

§ 18-215. Series of members, managers, limited liability company interests or assets. (a) A limited liability company agreement may establish or provide for the establishment of 1 or more designated series of members, managers, limited liability company interests or assets.

The DLLC Act provides that no member or manager is liable personally for any debt, obligation, or liability of a DLLC solely by virtue of such party's status as a member or manager.

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Delaware Sale and Assignment of a Percentage Ownership Interest in a Limited Liability Company