Changing ownership of a Florida limited liability company (“LLC”) is simple. You can change ownership by using an Operating Agreement or an amendment to your Operating Agreement. An Operating Agreement is a private document that governs the internal operations of the LLC. An Operating Agreement is where you list the members and managers of the LLC along with a breakdown of the membership interest owned by each member.
If you already have an Operating Agreement, then review the Operating Agreement to see if it has a provision that dictates how to change ownership. Usually Operating Agreements will address selling membership interest and/or transferring it.
The typical way to change ownership of an LLC is by having the old members of the LLC sign a resolution that identifies the new members. In addition, if the LLC has an Operating Agreement, then the Operating Agreement needs to be amended to include the new members and the new members’ share of membership interest. The old members will need to sign resolution and the amendment to the Operating Agreement.
If you do not have an Operating Agreement, then you can consider drafting an Operating Agreement that identifies all members, including the new members, and include a breakdown of the membership interest owned by all members.
If your LLC does not have an Operating Agreement and you do not want an Operating Agreement, then changing ownership of your LLC is governed by Chapter 605 of the Florida Statutes. Chapter 605 has default rules that indicate a member of the LLC can depart at any time. If you do not want an Operating Agreement, then you can draft a simple resolution signed by all current owners and managers that changes the LLC’s ownership.