In order to transfer ownership of a Georgia LLC, you will most likely need the consent of all current LLC owners (called members). As long as everyone in the LLC is on board, the process of transferring ownership is fairly straightforward. Since Georgia doesn’t require LLCs to list their members on the Articles of Organization or Annual Registration, you typically won’t need to inform the state when your LLC changes owners. However you will need to update your LLC operating agreement and change your responsible party with the IRS. We’ll walk you through the steps.
1. Consult Your Georgia LLC Operating Agreement
When transferring LLC ownership, it’s crucial that you follow the policies in your operating agreement. An operating agreement serves as a contract between the members of your LLC that governs how your business is run and how changes are made. Since the operating agreement is an internal document, it doesn’t need to be submitted to the Georgia Secretary of State, but it is legally binding.
A strong Georgia LLC operating agreement will include a policy for how membership interest can be transferred. For most Georgia LLCs, membership interest can only be transferred with the unanimous agreement of all members with voting power. If your LLC doesn’t have an operating agreement, you’ll need to follow Georgia’s default LLC laws for transferring membership interest.
2. Vote to Transfer Membership Interest
If you have a multi-member LLC, you will probably need to hold a vote with all your members and pass a member resolution to transfer membership interest to the new owner (if all members vote in favor). Again, you should consult your operating agreement, as your LLC may have a different internal policy.
Of course, if you have a single-member LLC, you can transfer ownership of your LLC to whomever you like without holding a formal vote.
3. Amend Your Operating Agreement
Your operating agreement should include the names, addresses, and membership interest of all LLC owners. So when your LLC changes hands, this document will need to be updated. Your operating agreement should include a provision stating how it can be amended. You don’t need to inform the Secretary of State when you change your operating agreement, but you should keep all amendments on record at your business.
Do I need to amend my Georgia Articles of Organization?
Usually not. The Georgia Articles of Organization form doesn’t ask for membership information, so unless you voluntarily included membership info as an optional provision, you don’t need to amend your articles when you change owners. If you did include member info in your articles, you will need to file a Georgia LLC amendment.
Do I need to update the ownership information on the Georgia annual registration?
Nope. The Georgia Annual Registration doesn’t ask for LLC member information either. The person who files your annual registration will need to sign their name, but this does not have to be a member of your LLC.
4. Change the IRS Responsible Party
Finally, you’ll need to change the responsible party for your Federal Employer Identification Number (EIN). Your responsible party is the person listed on your EIN application who has authority over your LLC and its finances, which means this person should be the current owner of your LLC. To update your responsible party, you file IRS Form 8822-B.