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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24870
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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Greetings, I have a CA LLC and added a new owner with 51% of

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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?
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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



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Customer: replied 4 years 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.

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) . . . .

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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!
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