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

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US-01377BG
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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

In order to operate, LLCs require real humans (and other entities) to carry out company operations. Though it's not required by Pennsylvania law, any good lawyer will recommend having a written operating agreement for your LLC.

Limited Liability Partnership (LLP) A limited liability partnership is similar to a limited liability company (LLC) in that all partners are granted limited liability protection. However, in some states the partners in an LLP get less liability protection than in an LLC. LLP requirements vary from state to state.

To remove a member from your Pennsylvania LLC, you'll need to update your operating agreement and possibly amend your Certificate of Organization. If you're changing from a multi-member to a single-member LLC or vice versa, you'll also need to contact the IRS.

That is, the LLC can have non-member equity participants who are entitled to economic benefits and costs (like distributions and taxable allocations), without being entitled to influence (say by vote) the operational aspects of the business.

The filing fee for a Certificate of Amendment in Pennsylvania is $70. After the state approves your LLC name change, you should then notify the following 3 places: the IRS. state tax department.

To make amendments to your limited liability company in Pennsylvania, you must provide the completed Certificate of Amendment-Domestic Limited Liability Company (DSCB: 15-8512/8951) form to the Department of State Corporation Bureau by mail, in person, or online.

Your best option for easily transferring LLC ownership is to write an Operating Agreement (OA) with transfer provisions for LLC owners. An Operating Agreement (OA) is a document with customized provisions dictating how an LLC conducts business. Your OA can determine how to transfer ownership of an LLC in Pennsylvania.

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