How Do I Sell My LLC and Not Have Any Liability?

Q: How do I prove ownership of an LLC in Delaware?

To prove ownership of an LLC in Delaware, you can provide documents such as the operating agreement, the articles of organization, and any amendments that show your ownership interest. A bill of sale can also serve as evidence of the transfer of ownership. Keep these documents updated to reflect any changes in ownership.

Full question:

I have formed a LLC in the state of Delaware and want to transfer to my assistant who will take over the business. I want to ensure that if anyone looks up the name of the Owner, I am not on any documents and have no liability. I know I need a bill of sale, but what else is needed to complete the transfer?

Category: LLC
Date: 04/07/2025
State: Florida

Answer:

A LLC typically has an operating agreement that governs the procedures for a sale of the business. It may be necessary to amend the articles of organization/certificate of formation, a buy-sell agreement is often recommended, and there may be notices of meetings, resolutions, DBA filings, promissory notes or other documents required. The operating agreement governs the requirements and processes for your particular LLC when it comes to termination of a membership in the LLC or sale. Typically, a vote of the members will be required to terminate a membership and so a certain percentage of the current LLC members must approve. All termination or buyout requirements set forth in the LLC operating agreement or buy-sell agreement should be met.

If your resignation was accepted by the other members of the LLC, then you may be able to argue successfully that you are not responsible for any outstanding contracts of the LLC. However, if you have personally guaranteed any debt of the LLC, you may be held responsible for non-payment.

You may wish to consider filing for dissolution of the LLC in order to officially cease business and any liability exposure.

We can assist you with searching to locate forms or we can draft add forms you may need to our database. However, we cannot advise you to use one particular form over another that address the same matter. We can show you what is available. You can take a look at the forms below and see if they fit your need. If they do not, let me know and we may be able to add a form for your need. You may order a form or package by phone by calling Toll Free: 1-(877) 389-0141 - 8:30-5:00 Central Time Zone Monday – Friday
Please see the information at the following link:

http://corp.delaware.gov/default.shtml

Please see the following DE statutes:

6 Del. C. § 18-202. Amendment to certificate of formation.

(a) A certificate of formation is amended by filing a certificate of
amendment thereto in the office of the Secretary of State. The certificate
of amendment shall set forth:

(1) The name of the limited liability company; and

(2) The amendment to the certificate of formation.

(b) A manager or, if there is no manager, then any member who becomes
aware that any statement in a certificate of formation was false when made,
or that any matter described has changed making the certificate of
formation false in any material respect, shall promptly amend the
certificate of formation.

(d) Unless otherwise provided in this chapter or unless a later effective
date or time (which shall be a date or time certain) is provided for in the
certificate of amendment, a certificate of amendment shall be effective at
the time of its filing with the Secretary of State.

6 Del. C. § 18-208. Restated certificate.

(a) A limited liability company may, whenever desired, integrate into a
single instrument all of the provisions of its certificate of formation
which are then in effect and operative as a result of there having
theretofore been filed with the Secretary of State 1 or more certificates
or other instruments pursuant to any of the sections referred to in this
subchapter, and it may at the same time also further amend its certificate
of formation by adopting a restated certificate of formation.

(b) If a restated certificate of formation merely restates and
integrates but does not further amend the initial certificate of
formation, as theretofore amended or supplemented by any instrument that
was executed and filed pursuant to any of the sections in this
subchapter, it shall be specifically designated in its heading as a
"Restated Certificate of Formation" together with such other words as the
limited liability company may deem appropriate and shall be executed by
an authorized person and filed as provided in § 18-206 of this title in
the office of the Secretary of State. If a restated certificate restates
and integrates and also further amends in any respect the certificate of
formation, as theretofore amended or supplemented, it shall be
specifically designated in its heading as an "Amended and Restated
Certificate of Formation" together with such other words as the limited
liability company may deem appropriate and shall be executed by at least
1 authorized person, and filed as provided in § 18-206 of this title in
the office of the Secretary of State.

(c) A restated certificate of formation shall state, either in its
heading or in an introductory paragraph, the limited liability company's
present name, and, if it has been changed, the name under which it was
originally filed, and the date of filing of its original certificate of
formation with the Secretary of State, and the future effective date or
time (which shall be a date or time certain) of the restated certificate
if it is not to be effective upon the filing of the restated
certificate. A restated certificate shall also state that it was duly
executed and is being filed in accordance with this section. If a
restated certificate only restates and integrates and does not further
amend a limited liability company's certificate of formation as
theretofore amended or supplemented and there is no discrepancy between
those provisions and the restated certificate, it shall state that fact
as well.

(d) Upon the filing of a restated certificate of formation with the
Secretary of State, or upon the future effective date or time of a
restated certificate of formation as provided for therein, the initial
certificate of formation, as theretofore amended or supplemented, shall
be superseded; thenceforth, the restated certificate of formation,
including any further amendment or changes made thereby, shall be the
certificate of formation of the limited liability company, but the
original effective date of formation shall remain unchanged.

(e) Any amendment or change effected in connection with the restatement
and integration of the certificate of formation shall be subject to any
other provision of this chapter, not inconsistent with this section,
which would apply if a separate certificate of amendment were filed to
effect such amendment or change.

6 Del. C. § 18-702. Assignment of limited liability company interest.

(a) A limited liability company interest is assignable in whole or in
part except as provided in a limited liability company agreement. The
assignee of a member's limited liability company interest shall have no
right to participate in the management of the business and affairs of a
limited liability company except as provided in a limited liability company
agreement and upon:

(1) The approval of all of the members of the limited liability company
other than the member assigning the limited liability company interest; or

(2) Compliance with any procedure provided for in the limited liability
company agreement.

(b) Unless otherwise provided in a limited liability company
agreement:

(1) An assignment of a limited liability company interest does not
entitle the assignee to become or to exercise any rights or powers of a
member;

(2) An assignment of a limited liability company interest entitles the
assignee to share in such profits and losses, to receive such distribution
or distributions, and to receive such allocation of income, gain, loss,
deduction, or credit or similar item to which the assignor was entitled, to
the extent assigned; and

(3) A member ceases to be a member and to have the power to exercise
any rights or powers of a member upon assignment of all of the member's
limited liability company interest. Unless otherwise provided in a
limited liability company agreement, the pledge of, or granting of a
security interest, lien or other encumbrance in or against, any or all of
the limited liability company interest of a member shall not cause the
member to cease to be a member or to have the power to exercise any
rights or powers of a member.

(c) Unless otherwise provided in a limited liability company
agreement, a member's interest in a limited liability company may be
evidenced by a certificate of limited liability company interest issued
by the limited liability company. A limited liability company agreement
may provide for the assignment or transfer of any limited liability
company interest represented by such a certificate and make other
provisions with respect to such certificates. A limited liability company
shall not have the power to issue a certificate of limited liability
company interest in bearer form.

(d) Unless otherwise provided in a limited liability company agreement
and except to the extent assumed by agreement, until an assignee of a
limited liability company interest becomes a member, the assignee shall
have no liability as a member solely as a result of the assignment.

(e) Unless otherwise provided in the limited liability company agreement,
a limited liability company may acquire, by purchase, redemption or
otherwise, any limited liability company interest or other interest of a
member or manager in the limited liability company. Unless otherwise
provided in the limited liability company agreement, any such interest so
acquired by the limited liability company shall be deemed canceled.

6 Del. C. § 18-704. Right of assignee to become member.

(a) An assignee of a limited liability company interest may become a
member as provided in a limited liability company agreement and upon:

(1) The approval of all of the members of the limited liability company
other than the member assigning limited liability company interest; or

(2) Compliance with any procedure provided for in the limited liability
company agreement.

(b) An assignee who has become a member has, to the extent assigned,
the rights and powers, and is subject to the restrictions and
liabilities, of a member under a limited liability company agreement and
this chapter. Notwithstanding the foregoing, unless otherwise provided in
a limited liability company agreement, an assignee who becomes a member
is liable for the obligations of the assignor to make contributions as
provided in § 18-502 of this title, but shall not be liable for the
obligations of the assignor under subchapter VI of this
chapter. However, the assignee is not obligated for liabilities, including the
obligations of the assignor to make contributions as provided in § 18-502
of this title, unknown to the assignee at the time the assignee became a
member and which could not be ascertained from a limited liability
company agreement.

(c) Whether or not an assignee of a limited liability company interest
becomes a member, the assignor is not released from liability to a limited
liability company under subchapters V and VI of this chapter.

6 Del. C. § 18-602. Resignation of manager.

A manager may resign as a manager of a limited liability company at the
time or upon the happening of events specified in a limited liability
company agreement and in accordance with the limited liability company
agreement. A limited liability company agreement may provide that a manager
shall not have the right to resign as a manager of a limited liability
company. Notwithstanding that a limited liability company agreement
provides that a manager does not have the right to resign as a manager of a
limited liability company, a manager may resign as a manager of a limited
liability company at any time by giving written notice to the members and
other managers. If the resignation of a manager violates a limited
liability company agreement, in addition to any remedies otherwise
available under applicable law, a limited liability company may recover
from the resigning manager damages for breach of the limited liability
company agreement and offset the damages against the amount otherwise
distributable to the resigning manager.

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

How to transfer LLC to someone?

To transfer an LLC to someone else, first review your operating agreement for specific procedures. You will typically need to prepare a bill of sale and possibly amend the articles of organization to reflect the new owner. Ensure any required member votes are conducted to approve the transfer. After the transfer, consider filing for dissolution if you want to limit your liability. Always check for any personal guarantees on debts, as these may still hold you liable.

How to transfer ownership of a Delaware LLC?

To transfer ownership of a Delaware LLC, start by consulting your operating agreement for transfer procedures. You'll need to draft a bill of sale and may need to amend the articles of organization to update ownership records. A member vote may be necessary to approve the transfer. If you wish to limit your liability after the transfer, you may also consider dissolving the LLC.

How do I prove ownership of an LLC in Delaware?

How do I transfer my LLC to another person?

To transfer your LLC to another person, begin by checking your operating agreement for any specific requirements. You will need to create a bill of sale and possibly amend the articles of organization to document the change. Ensure that any necessary member votes are conducted to approve the transfer. If you have personal guarantees on debts, be aware that you may still be liable for those.

How much does it cost to transfer an LLC?

The cost to transfer an LLC can vary based on several factors, including state fees for amending articles of organization and any legal fees for drafting documents like a bill of sale or buy-sell agreement. In Delaware, you may incur filing fees, which can range from $50 to several hundred dollars, depending on the nature of the amendments. Always check with the Delaware Division of Corporations for the latest fee schedule.

How do I change the name of my LLC in Delaware?

To change the name of your LLC in Delaware, you must file a Certificate of Amendment with the Delaware Division of Corporations. This document will require the new name and may involve a filing fee. Ensure that the new name complies with Delaware naming requirements and is not already in use by another business. After approval, update your operating agreement and any other relevant documents.