Changing Ownership of an LLC in Virginia: A Step-by-Step Guide

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How do I change ownership of an LLC in Virginia?
To make changes, file a Statement of Change of Principal Office. Annual Registration Fee: Each year the business’s registered agent will receive an Annual Registration Fee Notice for $50 from the Clerk’s Office two months prior to the month the LLC was formed.
Read more on scc.virginia.gov

Limited Liability Companies (LLCs) are well-liked corporate forms that provide adaptability, liability protection, and tax advantages. To alter the ownership of your LLC, whether by selling it to someone else or giving it to a family member, may become necessary at some point. In Virginia, there are a number of procedures that must be followed as well as legal requirements when changing an LLC’s ownership. You can follow the instructions in this post and get some questions about it answered.

How to Modify an LLC’s Ownership in Virginia

Review the Operating Agreement in step one. A legal document known as the Operating Agreement describes how the LLC will function and how decisions will be made. It also has provisions for ownership transfers. Review the Operating Agreement to comprehend the steps and specifications for transferring ownership before making any changes to ownership. You must create an amendment to the Operating Agreement and have all members’ approval if it doesn’t already cover ownership transfers.

Step 2: Obtain the Members’ Consent

You’ll need to get everyone’s approval if you plan to sell your LLC. You still need to get the other family members’ approval if you’re giving ownership to a relative. After receiving permission, you must sign a document transferring ownership, such as a Bill of Sale or Assignment of Interest.

Step 3: Update your organization’s bylaws When the LLC was established, the Virginia State Corporation Commission received the Articles of Organization. The Articles of Organization must be updated whenever the ownership structure is altered. By submitting an amendment to the Virginia State Corporation Commission, this can be done. The new ownership structure and the modification’s start date must be mentioned in the amendment.

Step 4: Alert the appropriate agencies

After the Articles of Organization have been revised, you must inform the appropriate authorities of the ownership change. The Internal Revenue Service (IRS) and the Virginia Department of Taxation are two examples of this. Additionally, all business licenses and permissions need to be updated. Related Questions:

How do I modify my Virginia articles of organization?

You must submit an amendment to the Virginia State Corporation Commission in order to change your articles of organization. The new details and the modification’s start date must be included in the amendment.

Does Virginia require an operating agreement for an LLC?

No, an LLC is not required by Virginia law to have an operating agreement. However, having one is strongly advised in order to set forth how the LLC will function and to avoid member disagreements.

Can I give my wife the LLC I own? You may transfer your LLC to your wife, yes. It follows the same procedure as giving ownership to any other person. The other members must agree, a transfer of ownership paperwork must be signed, the articles of organization must be updated, and you must notify the appropriate authorities.

How do you change the name of an LLC that already exists in Virginia? In Virginia, you must submit a Certificate of Assumed or Fictitious Name to the Virginia State Corporation Commission in order to add a dba (doing business as) to an existing LLC. The dba needs to stand out from other business names listed with the Commission.

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