Transferring Shares in LLC

The transfer of shares in an LLC is an important process when handing over the ownership of the business.

Quite a lot of people wonder whether it is possible to transfer shares in LLC. While technically not called shares, there are ways to transfer ownership in an LLC that are available to its members. Curious to know how?

This piece will discuss everything you need to know about LLCs, how to issue shares in LLC, and everything in between. Let’s dive in.

Share Transfer in LLC or Limited Liability Company

The transfer of shares in an LLC is an important process when handing over the ownership of the business. The details of this transfer should be carefully detailed as it may have tax effects for both the new and old owners. But first let’s cover what exactly and LLC is and its benefits are for protecting the company owners.

What is an LLC?

An LLC, also known as a limited liability company, is a business structure providing a corporation’s personal liability protection with a partnership or sole proprietorship’s pass through taxation. Starting a limited liability company is one of the easiest ways to structure your business and shield your assets while reducing your potential liabilities.

Multiple people can own a limited liability company, and the term used to describe them is “LLC members”. However, if only one person owns a limited liability company, these entities are commonly referred to as a “single member LLC”.

What is an Operating Agreement?

Individuals who look for a business structure with minimal formality and a great deal of personal protection start an LLC. You need an operating agreement whether or not you have a business structure.

You may be wondering why an operating agreement is a vital document for LLCs. Well, it creates a detailed outline about the financial and functional decisions of a business, which includes its provisions, rules, and regulations.

The document’s main purpose is to regulate the business’ internal operations suiting the business owner’s particular needs. Once the LLC’s members sign the document, it becomes an official contract that binds them to its terms and conditions.

As mentioned earlier, an operating agreement is vital for protecting the limited liability status of a business. What’s more, an operating agreement also helps clarify any agreement made verbally. Miscommunication happens all the time, even if some members agree to a particular set of terms and conditions, having an operating agreement ensures there is no miscommunication among LLC members.

Benefits of LLC

An LLC membership certificate provides people with a vast range of advantages. First off, the flexibility an LLC membership interest offers is excellent, as creating them is quite simple and does not take too much time. What’s most impressive about LLCs and LLC membership certificate is that they are vastly different from corporations in the sense that they can come in handy despite some restrictions.

LLC’s protect owners and their partners from various problems while allowing them to expand their operations. In addition, there is very little need for formalities like corporate records, shareholder meetings, and other complex procedures. The convenience of forming and utilizing an LLC is a major reason why more and more small business owners are opting for this format.

Here is a list of other advantages offered by LLCs

  • LLC membership agreement helps limit the liability for members and managers
  • Provides a great deal of flexibility to allocate profits and losses, even if the amounts vary
  • Flexibility in management
  • Provides excellent protection to members
  • It is a perfect vessel for holding intellectual property, stock portfolios, real estate, and other appreciating assets
  • Excellent privacy protection
  • LLCs prevent double taxation

Shares in LLC

The shares in an LLC differ from that of other company types, such as a C or S corporation, and it comes with different features as well. These play an important role in how the process takes place.

Does LLC have Shareholders?

A limited liability company does not have bylaws or stocks. As mentioned earlier, LLCs are vastly different from corporations and do not have many features that resemble them. Most legal circles refer to LLCs as unincorporated entities. Why? Because unlike corporations, which rely on statutes, limited liability companies are contract based.

Corporations have to follow statutory hierarchies and formalities and they don’t have the freedom of waiving them. In addition, they have to abide by a set of default rules, which always remain the same. You cannot issue shares in LLCs. Limited Liability Companies have a unique structure with multiple or single owners known as LLC members.

As mentioned earlier, a limited liability company’s members can increase or decrease during its life. Plus, you can distribute profits in differing amounts to each member. However, none of these members is the company’s shareholder. Also, while the LLC does not have any tax liability, the profits shared by the members is taxable.

How Do Limited Liability Companies Issue Shares?

LLCs have the option to issue membership units with the help of an LLC membership agreement, which are quite similar to stocks. These units divide the company’s ownership among the owners while also allowing them to choose the company’s directors through a voting system.

What’s more, LLC’s can also form different membership units, similar to what corporations do with stocks. However, LLCs have the upper hand over corporations in the sense that you can also form them to express ownership like partnerships.

People thinking to start an LLC wonder whether they can issue shares in LLC. Well, LLCs and corporations are arguably the two most renowned business structures used by entrepreneurs these days. These entities provide a great deal of liability protection. However, the issuance of ownership interest in both structures is quite different.

As discussed earlier, LLCs do not have the option of issuing stock. However, it has multiple owners, also called members. These members get a percentage of profits and losses in exchange for ownership interest. On the other hand, corporations provide shareholders with stock certificates who can buy and sell shares whenever they please.

While there is no denying that LLC members have to abide by an agreement instead of stock certificates, they can issue bonds for attracting financing opportunities. That said, this process is quite complex when compared to issuing stocks. Why? Because members may need to talk to a firm specializing in bonds (for example, an investment bank.)

What’s more, LLC members report their business profits on their tax returns. However, an LLC share transfer agreement does not incur corporate taxes itself. For those who don’t know, corporations have to follow double taxation policies, where shareholders have to pay taxes at corporate level and individual rates.

Both corporations and LLCs offer shareholders and members limited liability protection, meaning their personal assets remain safe. No one can seize them to satisfy the business’ financial obligations and debts.

LLC Membership Certificate

Limited liability company members are the recipients of LLC membership interest certificates. These certificates are essential for keeping track of a member’s business ownership or interests. You can issue an LLC membership interest certificate based on the ownership’s percentage or membership units. Limited liability companies do not have any legal obligations to issue LLC membership certificates.

However, it can benefit from it in some instances, such as raising funds by attracting more investors. In corporations, shareholders get stock certificates in turn for investments. Things are quite different in LLC companies, as ownership does not come in the form of stock. Instead, it appears as membership interest.

Therefore, some limited liability companies issue LLC membership certificates to document a member’s various ownership needs. If someone opts for the issuance of LLC membership certificates, they have to mention the process and purpose of issuing it in their operating agreement.

Transfer LLC Shares

How the LLC transfers shares depends largely on the reasons for the transfer and particular details outlined in the transfer agreement. Let’s first cover how the owners can go about transferring shares in an LLC.

How LLC Shares are transferred?

Also referred to as stock transfer, the process to transfer shares in LLC is a procedure to change share ownership from shareholders belonging to a limited liability company. This standard procedure requires a great deal of attention to ensure you execute it the right way.

The first thing to do when transferring LLC shares it to take a look at your particular operating agreement as it may contain selling instructions. Several LLCs tend to change ownership during their life, which happens for reasons like.

  • The owner decides to sell the business
  • Death of a member
  • A member departs the company

Your operating agreement specifies how your limited liability company functions. In case it contains buyout or buy-sell provisions, they will dictate how you proceed to transfer the ownership. That said, some companies have custom buy-sell agreements too.

You have to sign a stock transfer form to complete your share transfer. The leaving shareholder has to fill the form, and once he or she signs it, it goes over to the transferee, who will fill the necessary sections.

Here is a list of items you will find in a LLC shares transfer agreement:

  • Stamp duty declaration
  • Current shareholders
  • Details of the company
  • Share value
  • Share type
  • Future shareholders
If you are planning to transfer your LLCs’s membership or ownership, remember to thoroughly go through the state legislation, buyout provisions, and operating agreement. It would also help if you consulted a legal professional to ensure the transfer is hassle-free.

Transfer Your LLC shares on Eqvista

Are you planning to transfer shares in LLC? If the answer is yes, know that it is indeed possible as long as you have an LLC share transfer agreement. However, it is subject to various formal conditions and requirements. Also, it is worth remembering that transferring LLC shares will only be possible with the approval of the rest of the LLC owners.

Eqvista is a sophisticated cap table software in managing company’s share ownership. With thousands of companies using our platform daily, we are their go to place to manage their shares. Check out some of our important features on Eqvista, or contact us today to know more!

Interested in issuing & managing shares?

If you want to start issuing and managing shares, Try out our Eqvista App, it is free and all online!