How to Change the Ownership of a Limited Liability Company in Ohio

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The U.S. Small Business Administration reported that the limited liability company designation, or LLC, became available in all 50 states in 1997. From 1997 to 2002, LLC revenues as a percentage of all businesses increased more than three times. This growth may be due to two benefits noted in "Entrepreneur" magazine. First, the owners' personal liability is limited to the company's debts like in a corporation, yet without the corporation's "administrative burden." Second, the owners have flexibility in how the LLC is taxed and managed.

Add an individual as a member of the Ohio limited liability company as outlined in the LLC's existing operating agreement. According to the Ohio Revised Code, if the existing operating agreement does not specify, all members must agree in writing to add this person.

Remove an individual as a member of the Ohio limited liability company as outlined in the LLC's existing operating agreement. If the existing operating agreement does not specify, an individual or entity ceases to be a member if bankruptcy or similar proceedings are filed on the person's behalf or if the entity (e.g., another LLC) ceases to exist.

Create a new operating agreement for the LLC which includes the new ownership information. This voids the existing document that is on file with the Ohio Secretary of State.

File the "Domestic Limited Liability Company Certificate of Amendment or Restatement" as required by the Ohio Secretary of State. The filing fee is $50 as of August 2010. File the paperwork within 30 days of the official ownership change.

Notify any applicable state department that requires notification of an ownership change. For example, the Ohio Administrative Code requires limited liability companies that serve as healthcare facilities or hospice care programs to notify the Ohio Department of Health about the change.

Tips

  • Seek competent legal assistance to make the revisions to the limited liability company operating agreement.

Warnings

  • Some state departments, such as the Department of Health, require notification within 15 days of the change.

References

Resources

About the Author

Dino Herbert has written about entrepreneurship since 2008 and has blogged for The Toilet Paper Entrepreneur. Herbert is a licensed architect and real estate agent who has operated his own architecture and real estate companies since 1995. Herbert has a Bachelor of Science degree in architecture from Ohio State University and MBA (entrepreneurship) from Franklin University.

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