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Most people are surprised to learn that their ownership interest in an LLC is property just the same as any other property they own.
A membership interest represents a members ownership stake in an LLC. A person who holds a membership interest has a profit and voting interest in the LLC. Ownership in an LLC can be expressed by percentage ownership interest or membership units.
LLC partners are called members. A member is someone who owns all or part of an LLC. An LLC can have one or many members. Members of some LLCs operate and manage the business. Other LLCs have at least some members who are not actively involved in the companys management, and managers are in charge of those LLCs.
Like shares of stock of a corporation, a membership interest is a capital asset and, generally speaking, gain upon the sale of a membership interest will be taxable at capital gains tax rates if the interest was held for a period of more than one year prior to sale.
After the terms of sale are negotiated, a written membership interest sales agreement can be created to record the transaction. This agreement should detail the new members ownership percentage, the amount of the buy-in, and require that the new member agree to be bound by the existing Operating Agreement of the LLC.
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How to Sell Your LLC and Transfer Complete Ownership Review your Operating Agreement and Articles of Organization. Establish What Your Buyer Wants to Buy. Draw Up a Buy-Sell Agreement with the New Buyer. Record the Sale with the State Business Registration Agency.
The ownership of a limited liability company, or LLC, works in a number of ways. LLC owners are referred to as members, and ownership can include only one member or many members, with members comprising individual people, other business entities or both.
Talk to the other members. Find someone who is willing to purchase your interest. Speak to an attorney. Review the Operating Agreement. Look into state laws, if needed. Get authorization for the new member. Be clear about the new members rights. Decide on a purchase price.
After the terms of sale are negotiated, a written membership interest sales agreement can be created to record the transaction. This agreement should detail the new members ownership percentage, the amount of the buy-in, and require that the new member agree to be bound by the existing Operating Agreement of the LLC.
Selling a percentage of your LLC to a new member requires you to update the companys operating agreement, adding the new member to the list of existing members and changing the relevant ownership percentages. A capital account should be created for the new member in the companys accounting system.

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