How to Transfer LLC Ownership in Tennessee


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Transfer LLC ownership in Tennessee

Transferring ownership of a Limited Liability Company (LLC) in Tennessee is a relatively simple and straightforward process involving minimal paperwork. Establishing an LLC in Tennessee is less complicated than other business structures like corporations or partnerships, making it easier to transfer ownership. You can partially or fully transfer your LLC ownership by following a few simple steps. However, it is recommended to consult a legal expert to address any potential complexities that may arise in the future.

When setting up an LLC in Tennessee, also referred to as The Volunteer State, it is crucial to follow several essential steps. One of these steps includes creating an Operating Agreement, a document that allows owners to transfer their shares to third parties or other LLC members. In this article, we will provide a comprehensive guide on how to transfer LLC ownership in Tennessee. Be sure to read the entire article to learn more about buying and selling your LLC ownership.

What is an LLC and its Ownership Structure in Tennessee

A Limited Liability Company (LLC) is a popular business structure in the United States, combining the advantages of both corporations and partnerships. In Tennessee, an LLC is characterized by a flexible ownership structure that allows for easier management and limited liability protection for its owners, also known as members.

An LLC in Tennessee is a separate legal entity from its owners, which means the owners are not personally liable for the company’s debts or legal obligations. The ownership structure of an LLC in Tennessee is determined by the percentage of ownership interests held by each member. These ownership interests can be distributed in any way the members see fit and are typically outlined in the Operating Agreement.

There is no maximum limit on the number of members an LLC in Tennessee can have, and the members can be individuals, other LLCs, corporations, or even foreign entities. This flexibility allows for a wide range of business structures, from single-member LLCs to large, multi-member LLCs with complex ownership arrangements.

Understanding the LLC Ownership Transfer in Tennessee

When an LLC member decides to step down from the owner’s position, they must transfer the ownership to someone else. It can be other existing members of the LLC or a third party. Transferring LLC ownership in Tennessee is a common yet complex deed. LLC owners, who want to transfer their ownership, must follow some steps to do the task. Before we dig deeper into the steps and details of transferring LLC ownership, let’s look at the reasons why LLC ownership takes place.

Why Transfer LLC Ownership in Tennessee

There can be several reasons why the transfer of LLC ownership in Tennessee takes place in any organization. Some of the most common reasons include the following-

  1. Death of the LLC owner
  2. Separation or Divorce of the LLC Owners
  3. LLC owners do not wish to continue their association with the organization
  4. LLC owners want to appoint a new member (owner)
  5. LLC owners want to sell the business off to someone else

These are some of the common reasons why an LLC ownership gets transferred in Tennessee. Transferring LLC ownership requires a comprehensive operating agreement. This is an internal document every LLC should have at the time of formation.

The Role of Tennessee Operating Agreement in LLC Ownership Transfer

Creating an Operating Agreement in Tennessee is one of the major steps in forming a limited liability company (LLC). However, many states do not require to have an Operating Agreement. California, New York, Delaware, Maine, Nebraska, and Missouri are the states where an LLC operating agreement is mandatory.

Even when your state does not necessarily need you to file the operating agreement, it is recommended that you should have it to avoid any internal disagreements or issues in the future.

LLCBuddy Editorial Team

An operating agreement is an internal document explaining all the procedures, including ownership transfer, dissolution, LLC operation, members, and other LLC-related processes. Operations, such as dissolution and ownership transfer, occur based on those written regulations.

If there is no Tennessee Operating Agreement or it does not have clear ownership transfer or buy-sell agreement provisions, the transfer takes place based on Tennessee state law.

What to Include in Tennessee Operating Agreement

This official document outlines the company’s structure, the members’ details, the dissolution process, and a lot more. Hence, it is always wise to have one to avoid any confusion in the future, whether your state needs it or not. The LLC operating agreement should have the following points-

  • Whether members are related to each other and what type of relationships they share
  • Managers’ rights and responsibilities
  • Operating Agreement Amendment conditions
  • Members’ profit and loss shares
  • Tennessee LLC Tax structures
  • Transfer of ownership rules and procedure
  • Dissolution of Tennessee LLC

If your operating agreement explains all the above points, you must follow it for the ownership transfer.

How Does Tennessee LLC Buy-Sell Agreement Work?

In Tennessee, the buy-sell agreement is a part of your operating agreement. It explains the instructions for buying and selling the LLC ownership. For example, who can be the member of Tennessee LLC, how will buy out and sell of the LLC be determined, whether the members of the LLC in Tennessee will buy the shares of the leaving owner, and how – these are the points you have in the buy-sell agreement.

Buy Out Tennessee LLC or Partial Transfer: In this case, the members of the LLC generally buy the shares of the owner who is leaving. As the LLC buys the owner’s interests, the shares get divided equally among the remaining Tennessee LLC members. LLC members must approve the transfer, and then the Operating Agreement (OA) will be updated to exclude the departed owner.

If your Tennessee operating agreement does not specify these terms beforehand, you must follow Tennessee state LLC law. In some states, ownership transfer does not simply take place. Instead, they have to dissolve the LLC to continue with the process. So, while you’re forming an Tennessee LLC, make sure to create a buy-sell agreement beforehand.

Sell a Tennessee LLC Or Fully Transfer: Selling an LLC or Fully Transferring the ownership is a bit more complicated than the buy-out process. In this condition, owners have the independent legal right to sell the interest to any third party. They do not need other members’ approval for this. The negotiation between the buyer and the seller involves complexities if there is no operating agreement in the first place. As an owner, you must find a buyer, write the change of ownership letter, set out other formalities, and voila! Your ownership transfer is done. The parties will settle the sale contract, including the LLC price, following Tennessee state laws.

How to Transfer Tennessee LLC Ownership

You need to follow a few simple steps to transfer ownership of your LLC in Tennessee. As mentioned, you must review the operating agreement first to get everything in the same space. Here are the following steps-

Step 1: Review Your Tennessee LLC Operating Agreement

Many states do not need to file the operating agreement. Hence, it is not mandatory for any LLC to have it while forming an LLC. If your LLC has no operating agreement, you must draft one while transferring the LLC ownership. On the other hand, if you already have an operating agreement, you must review it for the ownership transfer conditions and other legal requirements regarding the buy-out and sale of the LLC.

Step 2: Amend the Tennessee Articles of Organization

Changing/transferring ownership might lead to structural change at the managerial level. In that case, the LLCs must comply with the Tennessee Secretary of State. To do so, one must file the Tennessee Articles of Organization amendment. Specifically in Texas, LLCs must submit a Public Information Report annually to the Texas Comptroller of Public Accounts. The managerial changes will be explained there.

As soon as the ownership transfer negotiation is done and the agreement is made with the updated change of ownership, file it with the Secretary of State. For that, you must amend the Articles of Organization and get the Amended Certificate of Authority. Make the changes to the existing Articles of Organization, get the amendment form, and submit it to the Tennessee SOS along with other documents and the filing fee. Read how to amend Tennessee Articles of Organization in a simple way.

Step 3: Spread the News

Once the legal formalities are done, and the ownership of your LLC is transferred officially in Tennessee, you must spread the word to the clients, partners, and other concerned people. Also, banks and other financial institutions should be notified about the ownership change. Business entities, vendors, and other officials you work with should also be notified.

Step 4: Obtain a New EIN (optional)

You might need to apply for a new EIN based on the LLC ownership transfer. After officially transferring ownership, you must check with the IRS whether you need a new EIN. There is a formal form to notify IRS about the LLC ownership transfer. Get the form from their website, enter the details, and submit it. You will get notified whether you need to apply for a new EIN.

Reasons to Transfer Tennessee LLC Ownership

There can be many issues that lead to ownership transfer. One of the most common issues is the death of the owner. There can be other issues where transfer of ownership occurs. Here are some issues to consider,

Divorce Or End of Marriage: In some cases, according to the divorce decree, the ownership transfers to the spouse. If the LLC in Tennessee has an operating agreement and the ownership transfer condition is specified, then the LLC must follow the Tennessee operating agreement to proceed.

Death of a Member: This is the most common issue in LLCs. In Tennessee, if a member dies, the ownership, by default, transfers to the legal heirs of the deceased person. However, in this case, the legal heirs (wife/husband/kids) do not get any managerial power or authority. They continue enjoying the benefits, such as a share of the profit and others. But they won’t get any other power in the company. In such situations, other members of the Tennessee LLC often buy out the deceased’s interests.

Dissolution of Tennessee LLC: If any member/owner plans to leave the company, the LLC gets dissolved and reformed with the new policy and operating agreement. The members and managers make this sort of decision at the time of the creation of the operating agreement.

FAQs

How do I transfer ownership of a Tennessee LLC?
To transfer ownership of a Tennessee LLC, the current owners must execute and file an Amended Certificate of Formation with the Tennessee Secretary of State.
Do I need to notify the Tennessee Secretary of State of an LLC ownership transfer?
Yes. An Amended Certificate of Formation must be filed with the Tennessee Secretary of State to officially transfer ownership of a Tennessee LLC.
Is there a filing fee for transferring ownership of a Tennessee LLC?
Yes. The filing fee for an Amended Certificate of Formation is $50.
What are the requirements for transferring ownership of a Tennessee LLC?
The current owners of the Tennessee LLC must execute and file an Amended Certificate of Formation with the Tennessee Secretary of State. Additionally, all owners must be listed on the Amended Certificate of Formation, and the registered agent must sign the document.
How long does it take to transfer ownership of a Tennessee LLC?
Once the Amended Certificate of Formation is filed with the Tennessee Secretary of State, it typically takes 2-3 business days to process the document.
Is there a form I need to use to transfer ownership of a Tennessee LLC?
Yes. The Amended Certificate of Formation form is available on the Tennessee Secretary of State’s website.
What information is required on the Amended Certificate of Formation?
The Amended Certificate of Formation must include the Tennessee LLC’s name and filing number, a list of all members, the address of the registered office, and the name and address of the registered agent.
How do I know if the ownership of a Tennessee LLC has been transferred?
Once the Amended Certificate of Formation has been processed and approved by the Tennessee Secretary of State, the new ownership will be reflected on the LLC’s public records.
Who is responsible for filing the Amended Certificate of Formation?
The current owners of the Tennessee LLC are responsible for filing the Amended Certificate of Formation with the Tennessee Secretary of State.
Does the Amended Certificate of Formation need to be notarized?
No. The Amended Certificate of Formation does not need to be notarized.
Do I need to notify the IRS of a Tennessee LLC ownership transfer?
No. The IRS does not need to be notified of a Tennessee LLC ownership transfer.
Is it necessary to create a new operating agreement when transferring ownership of a Tennessee LLC?
No. It is not necessary to create a new operating agreement when transferring ownership of a Tennessee LLC.
Is there a minimum amount of time required for the transfer of ownership of a Tennessee LLC?
No. There is no minimum amount of time required for the transfer of ownership of a Tennessee LLC.
Can I transfer ownership of a Tennessee LLC without the consent of the other members?
Yes, as long as all members are listed on the Amended Certificate of Formation and the registered agent signs the document.
Does the transfer of ownership of a Tennessee LLC need to occur in person?
No. The transfer of ownership of a Tennessee LLC can be done via mail or online.
Can I transfer ownership of a Tennessee LLC to a non-resident?
Yes. A non-resident can be listed as a member or manager on the Amended Certificate of Formation.
Does the transfer of ownership of a Tennessee LLC require a public vote?
No. The transfer of ownership of a Tennessee LLC does not require a public vote.
Can I transfer ownership of a Tennessee LLC without notifying the other members?
Yes, as long as all members are listed on the Amended Certificate of Formation and the registered agent signs the document.
Can I transfer my ownership of a Tennessee LLC to another person?
Yes. An Amended Certificate of Formation must be filed with the Tennessee Secretary of State to transfer ownership of a Tennessee LLC.
How do I change the registered agent for the Tennessee LLC?
An Amended Certificate of Formation must be filed with the Tennessee Secretary of State to change the registered agent of a Tennessee LLC.
Can I transfer my ownership of a Tennessee LLC to another business entity?
Yes. An Amended Certificate of Formation must be filed with the Tennessee Secretary of State to transfer ownership of a Tennessee LLC to another business entity.
Do I have to pay taxes in Tennessee when transferring ownership of a Tennessee LLC?
No. No additional taxes are due in Tennessee when transferring ownership of a Tennessee LLC.
Do I need to file any additional documents when transferring ownership of a Tennessee LLC?
No. An Amended Certificate of Formation is the only document required to transfer ownership of a Tennessee LLC.
Does the registered office need to be located in Tennessee when transferring ownership of a Tennessee LLC?
Yes. The registered office must be located in Tennessee when transferring ownership of a Tennessee LLC.
Do I need to file a new operating agreement when transferring ownership of a Tennessee LLC?
No. It is not necessary to file a new operating agreement when transferring ownership of a Tennessee LLC.
Can I transfer ownership of a Tennessee LLC to a foreign investor?
Yes. A foreign investor can be listed as a member or manager on the Amended Certificate of Formation.
What is the filing fee for an Amended Certificate of Formation?
The filing fee for an Amended Certificate of Formation is $50.
Is there a fee to change the registered agent for a Tennessee LLC?
No. There is no fee to change the registered agent for a Tennessee LLC.
What is the time frame for processing an Amended Certificate of Formation?
An Amended Certificate of Formation typically takes 2-3 business days to process after it is filed with the Tennessee Secretary of State.
Does the transfer of ownership of a Tennessee LLC require a formal agreement?
No. The transfer of ownership of a Tennessee LLC does not require a formal agreement.
Does the transfer of ownership of a Tennessee LLC require a signature from the current owners?
Yes. The current owners of the Tennessee LLC must sign the Amended Certificate of Formation to officially transfer ownership.

Also Read

Why Tennessee LLC Ownership Transfer is So Important

In Tennessee, as in many other states, the ownership transfer of an LLC is critical for various reasons. For one, it allows for the seamless transition of ownership rights and responsibilities from one member to another, ensuring that the business can continue operating without any disruptions. Without a clear process in place for transferring ownership, disputes can arise among the members, leading to legal battles, loss of assets, and even the dissolution of the company.

Additionally, establishing a clear ownership transfer process can help protect the interests of all parties involved. By clearly outlining the steps that need to be taken in the event of a change in ownership, everyone knows what to expect and can plan accordingly. This can help prevent misunderstandings, conflicts, and potential litigation down the road.

Furthermore, having a well-defined ownership transfer process can also give potential investors or lenders more confidence in the company. When outside parties can see that there is a structured mechanism in place for handling ownership changes, they are more likely to view the business as stable and reliable, making it easier to secure funding or attract new partners.

In Tennessee, where the economy is thriving and businesses are consistently growing and evolving, having a smooth ownership transfer process is essential for staying competitive in the market. With so many opportunities for expansion and collaboration, it is not uncommon for LLCs to need to bring in new members or transfer ownership rights to family members or key employees.

Having a solid plan in place for handling ownership transfers can also be vital to the long-term success of the business. By ensuring that there is a clear process for transferring ownership, the original owners can have peace of mind knowing that their legacy will be protected and that the business they have worked so hard to build will continue to thrive even after they are no longer a part of it.

In conclusion, while creating a business as an LLC offers many advantages, it is crucial to not overlook the importance of establishing a clear and comprehensive ownership transfer process. By doing so, business owners can protect their interests, mitigate potential risks, and ensure the long-term success of their companies. With the proper plan in place, Tennessee LLCs can navigate changes in ownership with confidence and security, allowing them to focus on what they do best – running a successful business.

Conclusion

Transferring LLC ownership in Tennessee does not need a lot of paperwork or steps. You must update the formation papers with the new ownership information, file the amendment to the formation document, tell people about it, and comply with the state. LLCs can hire professional services to do the tasks. This will ease the work.

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