The basics of changing ownership in an LLC

It is typical for a small business to have some ownership transfer or sale during its lifetime, and it is crucial to know the differences between selling, transferring, or closing your business, according to the Small Business Administration.

Selling a business will require a lot of work upfront to ensure that everything is in order before the sale such as legal documents, proof of ownership, and the correct valuation. During this phase, experts recommend that the owner seek out a lawyer and a qualified business appraiser. The business appraiser will consider all physical assets owned by the company as well as things like brand value, intellectual property, and the book of business or projected future earnings. Typically, they will value the company based on future revenue (income approach), comparisons to similar business sales (market approach), or a basic subtraction of all liabilities from assets (assets approach).

When transferring ownership of an LLC, the most critical factor is who the current owners are and who the future owners will be, according to LegalZoom. Typically, a transfer of ownership that isn’t an outright sale involves adding or removing members such as when bringing on a new partner, buying out an existing one, or when there is a death. When the LLC formed, especially when there are multiple parties, there should have been an operating agreement signed by everyone that outlines how such a transfer will work through the buy-sell section. This section might include the requirement to buy out shares of a departing member or stipulate that a certain party will always be the majority owner. In some states, the entire business must be dissolved and recreated any time there is a change of ownership.

The decision to close a company could stem from the desire to retire or just to quit a business that isn’t working out. All owners must agree to the closing, and there are dissolution documents required to be filed in every state to prevent future tax filing requirements. Any licenses, permits, and other business registrations will need to be cancelled and final employee checks issued. The final tax returns for the last operating year must be filed as usual to fulfill any obligations to the IRS and records should be maintained for at least three years.