How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Law Pro Your Own Question

Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23638
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
Type Your Business Law Question Here...
Law Pro is online now
A new question is answered every 9 seconds

Greetings, I have a CA LLC and added a new owner with 51% of

Resolved Question:

Greetings, I have a CA LLC and added a new owner with 51% of the entity in 2011. Did we need to file anything with the CA SOS if all we amended was the operating agreement?
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Pro replied 1 year ago.
My goal is to provide you with excellent service. My name is XXXXX XXXXX I’m going to assist you with your question.

Yes, you should have filed a certificate of amendment if they are now the managing member.

Here's a link to the CA form:

http://www.sos.ca.gov/business/llc/forms/llc-2.pdf



If you have any further questions, please feel free to let me know…

You can always ask for me in your question, “This question is for Law Pro . . (then on with your question) . . . .

Please press the Accept Button(and the Smiley Face if prompted :) if I have helped you today so I am credited for my time assisting you.

Pressing Accept does not cost you anymore, and only by you pressing accept am I compensated by JustAnswer for assisting you. Please don’t leave negative feedback, If something isn’t working let me know and I will continue working with you to resolve it! Positive Feedback and Bonuses are not expected, but are always appreciated!
Customer: replied 1 year ago.

Certificate of Amendment or Information? I know where the link is and that


 


I have read an amendment is only needed if the articles of organization change, a statement of information if the ownership changes and that is notated in the operating agreement.


 


If the SOI or COA was not filed, but the operating agreement was signed by both parties, is the change ownership still legal? The partner is doubting if the ownership was legally transferred.

Expert:  Law Pro replied 1 year ago.
Technically it wasn't.

The steps that you should have done are:

1) 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.

2) File the COA to reflect the change the ownership of the LLC and who is the managing member.



It's not hard but the formalities should be followed.




If you have any further questions, please feel free to let me know…

You can always ask for me in your question, “This question is for Law Pro . . (then on with your question) . . . .

Please press the Accept Button(and the Smiley Face if prompted :) if I have helped you today so I am credited for my time assisting you.

Pressing Accept does not cost you anymore, and only by you pressing accept am I compensated by JustAnswer for assisting you. Please don’t leave negative feedback, If something isn’t working let me know and I will continue working with you to resolve it! Positive Feedback and Bonuses are not expected, but are always appreciated!
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 23638
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
Law Pro and 11 other Business Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA