How to Transfer LLC Ownership in Missouri: 2025 Updates

If you have an LLC in Missouri and you wish to discontinue it, you don’t always have to dissolve it. You can transfer the ownership, and it will keep running the way it was. Transferring ownership of a Limited Liability Company (LLC) in Missouri is a relatively simple and straightforward process involving minimal paperwork. It can be partially or fully transferred to another owner.

LLCBuddy editors shared a step-by-step guide on how to transfer ownership of an LLC in Missouri. The steps might seem easy and doable. However, these are general steps and might need special attention for specific cities or regions in Missouri. Hence, it is recommended to consult an attorney or legal expert before taking the steps.

How an LLC Ownership Structure Works in Missouri

By now, you must know that a limited liability company is one of the simplest forms of business structure. The ownership and transferring it to others is even simpler. For an LLC in Missouri or any other state in the United States, the company is considered an independent entity that is separated 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 Missouri is determined by the percentage of ownership interests held by each member. These ownership interests can be distributed however the members see fit and are typically outlined in the Operating Agreement drafted in Missouri.

There is no maximum limit on the number of members an LLC in Missouri 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 in Missouri to large, multi-member LLCs with complex ownership arrangements.

What is Missouri LLC Buy-Sell Agreement in Ownership Transfer?

In Missouri, 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 Missouri LLC, how will buy out and sell of the LLC be determined, whether the members of the LLC in Missouri will buy the shares of the leaving owner, and how – these are the points you have in the buy-sell agreement.

Buy Out Missouri 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 Missouri LLC members. LLC members must approve the transfer, and then the Operating Agreement (OA) will be updated to exclude the departed owner.

If your LLC operating agreement does not specify these terms beforehand, you must follow Missouri 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 Missouri LLC, make sure to create a buy-sell agreement beforehand.

Sell a Missouri 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 Missouri state laws.

How to Transfer Missouri LLC Ownership

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 Missouri is a common yet complex deed. LLC owners who want to transfer their ownership must follow some steps to do the task. Here are the following steps-

Step 1: Review Your Missouri LLC Operating Agreement

An operating agreement is a kind of non-mandatory document in many states. In Missouri, it is mandatory to draft one. If you have one at the time of LLC formation in Missouri, then it would be easier for the owners to transfer the name. If not, then it should be filed at the time of transferring ownership. The operating agreement for the LLC in Missouri must be reviewed for the ownership transfer conditions and other legal requirements regarding the buy-out and sale of the LLC.

Step 2: Amend the Missouri Articles of Organization

Changing/transferring ownership might lead to structural change at the managerial level. In that case, the LLCs must comply with the Missouri Secretary of State. To do so, one must file the Missouri 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 Articles of Amendment. Make the changes to the existing Articles of Organization, get the amendment form, and submit it to the Missouri SOS along with other documents and the filing fee. Read how to amend Missouri 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 Missouri, 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 the 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.

Why Transfer LLC Ownership in Missouri

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

Death of the LLC owner

This is the most common issue in LLCs. In Missouri, 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 Missouri LLC often buy out the deceased’s interests.

Separation or Divorce of the LLC Owners

In some cases, according to the divorce decree, the ownership transfers to the spouse. If the LLC in Missouri has an operating agreement and the ownership transfer condition is specified, then the LLC must follow the Missouri operating agreement to proceed.

LLC owners do not wish to continue their association with the organization

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.

Some Other Reasons for LLC Ownership Transfer

LLC owners want to appoint a new member (owner)
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 Missouri. Transferring LLC ownership requires a comprehensive LLC operating agreement in Missouri. This is an internal document every LLC should have at the time of formation.

The Role of Missouri Operating Agreement in LLC Ownership Transfer

Creating an Operating Agreement in Missouri is one of the major steps in forming a limited liability company (LLC). However, many states do not require 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 Missouri Operating Agreement or it does not have clear ownership transfer or buy-sell agreement provisions, the transfer takes place based on Missouri state law.

What to Include in Missouri 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 LLC 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
Missouri LLC Tax structures
Transfer of ownership rules and procedure
Dissolution of Missouri LLC

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

FAQs

How do I transfer ownership of my Missouri LLC?

Owners of a Missouri LLC can transfer ownership by drafting and signing a membership interest purchase agreement.

Do I need to notify the State of Missouri when transferring ownership of my LLC?

Yes, you must update the Missouri Secretary of State with the new ownership information within 30 days of the transfer.

Can I transfer ownership of my Missouri LLC to a non-member?

Yes, you can transfer ownership to a non-member, but they will need to be added as a member of the LLC.

What are the steps to transfer ownership of a Missouri LLC?

The steps include drafting a purchase agreement, obtaining approval from current members, updating the operating agreement, and notifying the Missouri Secretary of State.

Can I transfer partial ownership of my Missouri LLC?

Yes, you can transfer partial ownership by selling or gifting a portion of your membership interest.

Are there any restrictions on transferring ownership of a Missouri LLC?

The operating agreement of the Missouri LLC may have restrictions on transferring ownership, such as requiring approval from other members.

Do I need to pay a transfer fee to the State of Missouri when transferring LLC ownership?

Missouri does not require a specific transfer fee for transferring ownership of an LLC.

Can I transfer ownership of my Missouri LLC to a family member?

Yes, you can transfer ownership to a family member by following the same procedures as transferring to a non-family member.

What happens if I do not update the ownership information with the State of Missouri?

Failure to update ownership information with the Missouri Secretary of State can result in penalties or the LLC being deemed inactive.

Can I transfer ownership of my Missouri LLC without the consent of other members?

The operating agreement of the Missouri LLC may require the consent of other members before transferring ownership.

Can I transfer ownership of my Missouri LLC without amending the operating agreement?

In Missouri, it is highly recommended to amend the LLC’s operating agreement to reflect changes in ownership.

What documents are required to transfer ownership of a Missouri LLC?

To transfer ownership of a Missouri LLC, you will need to file an Amendment to the Articles of Organization with the Missouri Secretary of State.

Is there a fee for transferring ownership of a Missouri LLC?

Yes, there is a fee to file the Amendment to the Articles of Organization with the Missouri Secretary of State when transferring ownership of an LLC.

How long does it take to transfer ownership of a Missouri LLC?

The timeline for transferring ownership of a Missouri LLC can vary, but it typically takes a few weeks for the process to be completed.

Do I need the consent of other members to transfer ownership of my Missouri LLC?

Check the operating agreement of your Missouri LLC as it may contain provisions regarding the transfer of ownership and whether the consent of other members is required.

Can a non-member be added as an owner of a Missouri LLC?

Yes, a non-member can be added as an owner of a Missouri LLC, but this may require amending the operating agreement and updating the ownership structure.

What is the difference between transferring ownership and selling a Missouri LLC?

Transferring ownership of a Missouri LLC typically involves updating the ownership structure within the company, while selling a Missouri LLC involves transferring ownership to a new entity or individual.

Are there any tax implications when transferring ownership of a Missouri LLC?

Consult with a tax professional in Missouri to understand any potential tax implications that may arise when transferring ownership of an LLC.

Do I need to amend the Articles of Organization to transfer ownership of my Missouri LLC?

In Missouri, amending the Articles of Organization is not required for transferring ownership of an LLC.

What is the process to transfer ownership of a Missouri LLC when there is no Operating Agreement in place?

When there is no Operating Agreement in place, the Missouri Revised Statutes and the LLC’s current members will govern the transfer of ownership.

Can I just sign a written agreement to transfer ownership of my Missouri LLC?

Signing a written agreement to transfer ownership of a Missouri LLC is a common practice, but it should be done in accordance with the LLC’s Operating Agreement, if applicable.

Are there any specific forms that need to be filed to transfer ownership of a Missouri LLC?

Missouri does not require any specific forms to be filed for the transfer of ownership of an LLC, but it is advised to notify the Secretary of State of the change in ownership.

What happens to the Missouri LLC’s EIN when ownership is transferred?

The EIN (Employer Identification Number) of a Missouri LLC typically remains the same when ownership is transferred, but the IRS should be notified of any changes.

Can ownership of a Missouri LLC be transferred to a non-member?

Ownership of a Missouri LLC can be transferred to a non-member, but the transfer must comply with the Operating Agreement and the Missouri Revised Statutes.

Do I need the consent of all members to transfer ownership of my Missouri LLC?

Unless the Operating Agreement states otherwise, the consent of all members may not be required to transfer ownership of a Missouri LLC.

What role do buy-sell agreements play in transferring ownership of a Missouri LLC?

Buy-sell agreements can provide guidelines and procedures for the transfer of ownership in a Missouri LLC, especially in cases of unexpected events like death or disability.

Are there any tax implications for transferring ownership of a Missouri LLC?

Depending on the nature of the transfer, there may be tax implications for transferring ownership of a Missouri LLC. It is recommended to consult with a tax professional for guidance.

Can the ownership of a Missouri LLC be transferred through a will or trust?

Ownership of a Missouri LLC can be transferred through a will or trust, but the transfer must adhere to the LLC’s Operating Agreement and state laws.

What steps should I take to document the transfer of ownership of my Missouri LLC?

To document the transfer of ownership of a Missouri LLC, it is advisable to create a written agreement signed by all parties involved in the transfer.

Is there a filing fee for transferring ownership of a Missouri LLC?

Missouri does not impose a specific filing fee for transferring ownership of an LLC, but there may be a fee associated with updating the LLC’s information with the Secretary of State.

In Conclusion

As you all know, forming a limited liability company is much easier than forming a corporation, a partnership, or any other type of business. The ease of transferring ownership from one to another is one of the many reasons for entrepreneurs to start an LLC. In Missouri, transferring LLC ownership 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.

Though it seems easy to file documents while transferring ownership, it could be more complex than just these steps. Based on the local regulations, nature of business, or some other administrative rules, transferring ownership in Missouri might take more than what it looks like. It is recommended to consult a professional or attorney before you take such an important business decision.