How to Transfer LLC Ownership in Ohio

Transferring ownership of a Limited Liability Company (LLC) in Ohio is a relatively simple and straightforward process involving minimal paperwork. Establishing an LLC in Ohio 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 Ohio, also referred to as The Buckeye 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 Ohio. 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 Ohio

A Limited Liability Company (LLC) is a popular business structure in the United States, combining the advantages of both corporations and partnerships. In Ohio, 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 Ohio 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 Ohio 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 Ohio 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 Ohio

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 Ohio 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 Ohio

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

Death of the LLC owner
Separation or Divorce of the LLC Owners
LLC owners do not wish to continue their association with the organization
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 Ohio. 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 Ohio Operating Agreement in LLC Ownership Transfer

Creating an Operating Agreement in Ohio 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 Ohio Operating Agreement or it does not have clear ownership transfer or buy-sell agreement provisions, the transfer takes place based on Ohio state law.

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

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

How Does Ohio LLC Buy-Sell Agreement Work?

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

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

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

Sell a Ohio 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 Ohio state laws.

How to Transfer Ohio LLC Ownership

You need to follow a few simple steps to transfer ownership of your LLC in Ohio. 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 Ohio 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 Ohio Articles of Organization

Changing/transferring ownership might lead to structural change at the managerial level. In that case, the LLCs must comply with the Ohio Secretary of State. To do so, one must file the Ohio 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 Ohio SOS along with other documents and the filing fee. Read how to amend Ohio 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 Ohio, 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 Ohio 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 Ohio has an operating agreement and the ownership transfer condition is specified, then the LLC must follow the Ohio operating agreement to proceed.

Death of a Member: This is the most common issue in LLCs. In Ohio, 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 Ohio LLC often buy out the deceased’s interests.

Dissolution of Ohio 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

What is an LLC in Ohio?

In Ohio, a Limited Liability Company (LLC) is an unincorporated business entity that combines the limited personal liability of a corporation with the operational flexibility of a partnership.

How do I transfer ownership of an Ohio LLC?

The transfer of ownership of an Ohio LLC is accomplished by filing the appropriate articles of amendment with the Ohio Secretary of State. Depending on the nature of the transfer, the articles may need to be accompanied by additional documents.

What documents are required for transferring LLC ownership in Ohio?

Depending on the nature of the transfer, the documents required for transferring LLC ownership in Ohio include the articles of amendment, a written statement from the current members approving the transfer, and a written statement from the proposed members approving the transfer.

How can I transfer ownership of an Ohio LLC without a lawyer?

It is possible to transfer ownership of an Ohio LLC without a lawyer, provided that all required documents are completed and filed with the Ohio Secretary of State.

Does Ohio law require that LLC owners be citizens of the United States?

No, Ohio law does not require that LLC owners be citizens of the United States.

Is it necessary to obtain approval from the Ohio Secretary of State to transfer ownership of an LLC?

Yes, the transfer of ownership of an Ohio LLC must be approved by the Ohio Secretary of State in order for it to be considered valid.

What is the fee for transferring LLC ownership in Ohio?

The fee for transferring LLC ownership in Ohio is typically $99.

How long does it take to transfer LLC ownership in Ohio?

The process of transferring LLC ownership in Ohio typically takes between 1-3 weeks.

What is the difference between a transfer and a sale of an LLC?

A transfer of an LLC refers to the transfer of ownership of an LLC without any exchange of money or other consideration. A sale of an LLC refers to the transfer of ownership of an LLC in exchange for money or other consideration.

What is the process for transferring LLC ownership in Ohio?

The process for transferring LLC ownership in Ohio involves filing the appropriate articles of amendment with the Ohio Secretary of State, obtaining approval from the current and proposed members of the LLC, and paying the necessary filing fee.

Do Ohio LLCs need to be registered with the IRS?

Yes, all Ohio LLCs must be registered with the IRS.

What is the minimum amount of information that must be included in the articles of amendment to transfer LLC ownership in Ohio?

The articles of amendment must include the name of the LLC, the current members’ names and addresses, the proposed members’ names and addresses, and the effective date of the transfer.

Is it possible to transfer ownership of an Ohio LLC without dissolving it?

Yes, it is possible to transfer ownership of an Ohio LLC without dissolving it.

How can I transfer an Ohio LLC to another state?

To transfer an Ohio LLC to another state, the LLC must first file the appropriate articles of amendment with the Ohio Secretary of State and then file the appropriate documents with the Secretary of State in the new state.

Is it possible to transfer an Ohio LLC to another person or business entity?

Yes, it is possible to transfer an Ohio LLC to another person or business entity.

What is the process for transferring an Ohio LLC to another person or business entity?

The process for transferring an Ohio LLC to another person or business entity involves filing the appropriate articles of amendment with the Ohio Secretary of State, obtaining approval from the current and proposed members of the LLC, and paying the necessary filing fee.

How do I transfer an Ohio LLC to a family member?

To transfer an Ohio LLC to a family member, the LLC must first file the appropriate articles of amendment with the Ohio Secretary of State and then obtain approval from the current and proposed members of the LLC.

Can I transfer ownership of an Ohio LLC to myself?

Yes, it is possible to transfer ownership of an Ohio LLC to yourself.

Is it possible to transfer an Ohio LLC to a foreign person or entity?

Yes, it is possible to transfer an Ohio LLC to a foreign person or entity, provided that the foreign person or entity complies with all applicable laws and regulations.

How do I dissolve an Ohio LLC?

The process for dissolving an Ohio LLC involves filing the appropriate articles of dissolution with the Ohio Secretary of State, obtaining approval from the members of the LLC, and paying the necessary filing fee.

Is it necessary to notify the Ohio Secretary of State of a transfer of LLC ownership?

Yes, the Ohio Secretary of State must be notified of a transfer of LLC ownership in order for it to be considered valid.

Are there any restrictions on transferring LLC ownership in Ohio?

Yes, certain restrictions may apply depending on the nature of the transfer, including restrictions on transferring ownership to a foreign person or entity.

What is the penalty for failing to file the appropriate documents to transfer LLC ownership in Ohio?

The penalty for failing to file the appropriate documents to transfer LLC ownership in Ohio is typically a fine of up to $500.

Is it necessary to obtain approval from the members of the LLC to transfer ownership?

Yes, it is necessary to obtain approval from the current and proposed members of the LLC to transfer ownership.

How can I transfer an Ohio LLC to a trust?

To transfer an Ohio LLC to a trust, the LLC must first file the appropriate articles of amendment with the Ohio Secretary of State and then obtain approval from the current and proposed members of the LLC.

What is the process for transferring an Ohio LLC to multiple owners?

The process for transferring an Ohio LLC to multiple owners involves filing the appropriate articles of amendment with the Ohio Secretary of State, obtaining approval from the current and proposed members of the LLC, and paying the necessary filing fee.

Is it necessary to obtain approval from the Ohio Secretary of State to transfer an LLC to another state?

Yes, it is necessary to obtain approval from the Ohio Secretary of State to transfer an LLC to another state.

Is it possible to transfer an Ohio LLC to a person or entity outside of the United States?

Yes, it is possible to transfer an Ohio LLC to a person or entity outside of the United States, provided that the foreign person or entity complies with all applicable laws and regulations.

What is the process for transferring an Ohio LLC to a person or entity outside of the United States?

The process for transferring an Ohio LLC to a person or entity outside of the United States involves filing the appropriate articles of amendment with the Ohio Secretary of State, obtaining approval from the current and proposed members of the LLC, and paying the necessary filing fee.

What is the process to transfer ownership of an Ohio LLC?

To transfer ownership of an Ohio LLC, the current owner must complete and file a Certificate of Amendment with the Ohio Secretary of State. The Certificate of Amendment will include the new owner’s name and contact information, and must be accompanied by the applicable filing fee.

How much does it cost to transfer ownership of an Ohio LLC?

The fee for filing a Certificate of Amendment with the Ohio Secretary of State to transfer ownership of an Ohio LLC is $99.

How long does it take to transfer ownership of an Ohio LLC?

It typically takes between 7 and 10 business days for the Ohio Secretary of State to process a Certificate of Amendment.

What documents are required to transfer ownership of an Ohio LLC?

To transfer ownership of an Ohio LLC, the current owner must complete and file a Certificate of Amendment with the Ohio Secretary of State. The Certificate of Amendment must include the new owner’s name and contact information.

Can I transfer ownership of my Ohio LLC online?

Yes, it is possible to transfer ownership of an Ohio LLC online by filing the Certificate of Amendment through the Ohio Secretary of State’s Business Services Division.

What happens if I don’t transfer ownership of my Ohio LLC?

If the ownership of an Ohio LLC is not transferred, the current owner will remain liable for all debts, taxes, and other obligations of the company.

Why Ohio LLC Ownership Transfer is So Important

In Ohio, as in many other states, the transfer of ownership in an LLC can have significant implications for the business and its owners. It is crucial for LLC owners to understand the process and requirements for transferring ownership interests, as well as the potential consequences of failing to do so properly.

One reason why Ohio LLC ownership transfer is so important is the impact it can have on the business’s management structure. In an LLC, ownership interests are typically represented by membership units or shares. When ownership interests are transferred, the new owner may acquire voting rights and decision-making authority within the company. Without a proper transfer of ownership, the new owner may not have the legal right to participate in managing the business, which can lead to conflicts and disputes among owners.

Additionally, transferring ownership in an LLC can have significant tax implications. In Ohio, the transfer of ownership interests in an LLC may trigger a change in the ownership structure for tax purposes, which can result in unexpected tax liabilities for the business and its owners. Properly documenting ownership transfers and complying with state and federal tax laws can help LLC owners avoid costly tax consequences.

Furthermore, transferring ownership in an LLC can also impact the liability protection that the company provides to its owners. One of the primary benefits of forming an LLC is the limited liability protection it offers to owners, which shields personal assets from business debts and liabilities. However, failing to properly transfer ownership interests in an LLC can weaken this protection, as new owners may not be afforded the same liability protection as existing owners.

Overall, the transfer of ownership in an Ohio LLC is a critical component of managing and protecting a business. By understanding the importance of ownership transfers and complying with state laws and regulations, LLC owners can ensure the smooth and successful transition of ownership interests in their company. Neglecting to properly handle ownership transfers can lead to conflict, tax consequences, and liability risks that can jeopardize the future of the business.

In conclusion, Ohio LLC ownership transfer is a crucial aspect of managing a business and protecting the interests of its owners. By being aware of the importance of ownership transfers and following legal requirements, LLC owners can ensure the stability and longevity of their business for years to come.

Conclusion

Transferring LLC ownership in Ohio 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.