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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23582
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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I want to buy an LLC in CT (transfer ownership) from a friend

Customer Question

I want to buy an LLC in CT (transfer ownership) from a friend who set the LLC up about a year ago but never did anything with it. The sale will be for $1.00 (there are no assets, I'm just buying the name and the set-up for future use).

What's the best way to go about doing this, do I need to call the State and get specifics from them, or would something like LegalZoom have the appropriate paperwork
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Pro replied 1 year ago.

Law Pro :

Hi. Thank you for using JustAnswer. My name is XXXX XXX I'm going to assist you today.

Customer :

Hi Fred.... pleasure...

Law Pro :

Limited liability companies are business entities established at a state level through each state's secretary of state. As such, there are different state rules and regulations affecting the ownership changes of an LLC. That being said, there are some standard considerations when looking to change one or more ownership interests in an LLC. It is imperative to understand that unless the business has a buy-sell agreement or clearly describes buyout provisions in the articles of organization, the LLC could terminate if one owner decides to leave, retires, declares bankruptcy or dies.
Items you will need

Articles of organization

Step 1

Read the articles of organization and any buy-sell agreements describing the provisions set forth by the LLC members at the inception of the company. These provisions will state under what circumstances ownership may change, what type of person may assume or buy another owner's interest and what parties maintain control after a buyout.
Step 2

Write a contract describing the change of ownership. List the provisions set forth in the articles of organization and the buy-sell agreement. Describe which owner is leaving and for what reasons and list the new owner's name, ownership interest and responsibilities in the LLC. The contract should transfer all liabilities from the original owner to the new owner.
Step 3

Contact the secretary of state where the LLC is registered. Request a "certificate of amendment" to change the ownership of the LLC. Fill out the form to reflect the new ownership change and describe the percentage of ownership of all LLC owners.
Step 4

Sign and submit the certificate of amendment to the secretary of state. Pay any filing fees as indicated on the form instructions.

Law Pro :

I get this question alot and basically have the procedures numbered.

Customer :

sounds pretty easy....

Law Pro :

It is easy in reality - it's just not done routinely by people not in the business.

Law Pro :

You can get a certificate of amendment directly from the CT corporations online.

Customer :

I am in business already, we set up a separate entity but never used it... I just want to buy it for future use...

Law Pro :

I'll post a link to such.

Customer :

ok.. cool.. thanks...

Law Pro :

I understand.

Customer :

a link would be great... thanks..

Law Pro :

I'm looking now - thanks for your patience.

Law Pro :

Here's the link:

Law Pro :

http://www.sots.ct.gov/sots/cwp/view.asp?a=3177&q=472426#llc

Customer :

no worries.. thanks

Law Pro :

So you want the articles of amendment and interim notice of change of manager/member.

Customer :

ok...

Law Pro :

Fill those out and file with the secretary of state and pay the associated fees.

Customer :

its that easy huh... very cool.. thank you...

Law Pro :

Yes, it's that easy.

Law Pro :

You're welcome. Good luck!!

Customer :

Thanks....

Law Pro :

You're welcome!!

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