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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 54839
Experience:  32 years of experience practicing law and a businessman.
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The owners of an LLC in CA is selling the company to us, what

Customer Question

The owners of an LLC in CA is selling the company to us, what forms do I need to complete so I can amend it with the Secretary of State, CA
Submitted: 6 years ago.
Category: Business Law
Expert:  Richard replied 6 years ago.

Good afternoon. You will need only to file an Amended Certifiate of Organization setting forth the new manager of the LLC, the new registered agent of the LLC, and the new registered address of the LLC. That is all that needs to be filed.

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

If you have a follow-up question, please remember that there might be a delay between your follow up questions and my answers because I may be helping other clients or taking a break.

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

Richard and other Business Law Specialists are ready to help you
Customer: replied 6 years ago.
How about our operating agreement, how do I amend that
Expert:  Richard replied 6 years ago.

Your operating agreement is not filed with the Secretary of State. The best way to address the operating agreement is to enter into an Amended and Restated Operating Agreement with a bunch of whereas clauses to start...whereas, the LLC was formed.....; whereas, the LLC was sold .............; whereas the new members desire to amend and restate the Operating Agreement to set forth the terms and conditions of their agreement; followed by "Now, therefore, for and in consideration of Ten Dollars, the covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby amend and restate the Operating Agreement to read as follows........;

 

 

I hope this has given you the guidance you were seeking. I wish you the best of luck!

 

If you have a follow-up question, please remember that there might be a delay between your follow up questions and my answers because I may be helping other clients or taking a break.

 

 

 

The information given here is not legal advice. As all states have different intricacies in their laws, the information given is general only. This communication does not establish an attorney-client relationship with you. I hope this answer has been helpful to you.

Customer: replied 6 years ago.
Who files the Amended certificate of Organization, the seller or the buyer
Expert:  Richard replied 6 years ago.
It depends...If you are purchasing the assets of the existing LLC, including the name, you are basically forming a brand new LLC and the old members would file a Cancellation of Certificate of Organizationa and then you would file a new Certificate of Formation for your new LLC. If you are purchasing the interests of the former members of the existing, then you would file the Amendment as the new owners.
Customer: replied 6 years ago.

If we are purchasing the interest of the former members of the existing company, do we need to file a new statement of information with our names as new owners ? What do you mean purchasing the interests of the former members of th existing company?

Expert:  Richard replied 6 years ago.
Yes, you will need to do so. There are two ways to essentially take over an existing LLC...1) purchase the assets, including the name..in which case you are not purchasing the ownership of the LLC, you are only purchasing the assets and continuing the business in a new company with the old name; or 2) you buy all the members ownership shares of the existing LLC..for example, if you were dealing with a corporation, you would be buying all the stock.
Customer: replied 6 years ago.
YES we are purchasing the whole company, the assets and all the members ownership shares of the existing LLC but we will continue to use the companys name and use the same office. So is there any additional forms we need to complete? Thanks
Expert:  Richard replied 6 years ago.
Nope...that's it! Good luck! And, you're welcome!

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