The Secretary of State does not retain any information about the ownership of an LLC. The Secretary of State has information about the first members of an LLC managed by its members. We also keep records of the registered representative and the address of a company`s registered office. If your Texas LLC requires a change of ownership, it`s important to know where to start. There are a few steps to add a member to an LLC in Texas. If you have any questions about Texas LLC`s change of ownership requirements, The Curley Law Firm is ready to help. A member of an LLC is any person or entity that owns or has a membership interest in the LLC. Thus, “member” is essentially another word for an LLC owner. Often, we can manage the transfer of members on a flat-rate basis. Do not hesitate to contact us to discuss your specific situation.

Information on commonly used exceptions is also available. Exceptions to the registration requirement for initial offers or transfers of securities on the secondary market can be found in section 5 of the Act and chapters 109 and 139 of the Commission Rules. It depends on the situation. For example, if you sell your business by selling membership interests to third parties or attracting investors, the process may require a complex set of documents, including a letter of intent, a subscription contract, and a complex membership transfer agreement. On the other hand, if the transfer is relatively easy between 2 people already involved in the company (i.e. you initially specified a 50/50 split and want to switch to a 60/40 split), the paperwork is much easier. A simple LLC membership transfer process typically includes the following documents: Go to the Texas Secretary of State`s Business Portal and search for Form 424, “Certificate of Amendment.” The State Securities Board administers the Texas Securities Act. In general, any offer or sale of securities in Texas must be registered with this agency, unless there is an exemption from registration. This applies both when the securities are first issued by the Company (initial offer) and when they are resold or transferred by investors (secondary market transfers). No.

The Secretary of State is a ministerial registration officer. We can provide you with the name, registered agent, registered office address and status of a company. We cannot investigate or regulate the internal affairs of a company, including how it conducts meetings, conducts its business, elects officers, or treats its shareholders. Draft a contract indicating the sale price, the assets transferred and any disclaimers relating to the company. For example, if a property is part of the sale, the statement “all properties are sold as is, without warranty of condition”, relieves you of having to solve problems with the asset. Ask the buyer to complete an application for sales tax authorization. This can be done online via the second link in the Resources section of this article. Advise the new owner that, depending on the city where the business is located, a review of the change of ownership may be necessary. You can pay the inspection fee or ask the buyer for it.

You may want to consult with an accountant or appraiser to determine a selling price for your business. Indicate the changes in ownership and the effectiveness of the change by specifying the date of the change of ownership, the reason for the change and the name of the entity that assumes overall responsibility. Depending on the type of business unit, changes in administration may need to be reported to the Secretary of State and/or the Auditor of Public Accounts. Questions regarding these notification requirements should be directed to these bodies. In general, no. There is no obligation to file with the Texas Secretary of State if there is only one change in ownership of an LLC. Complete the form, including LLC information such as the company`s name, the date of incorporation, and its filing number issued by the Secretary of State. This information can be found in your certificate of incorporation that you received when you opened the company. These are all common questions for many Texas LLC owners.

Fortunately, there is a way to add or change the editing rules for members of your LLC under Texas LLC. Securities are not registered with the Secretary of State and you are not required to notify the Secretary of State when shares are issued or transferred. To find out if the filing is required under Texas or state securities laws, contact the Texas State Securities Board and the Securities and Exchange Commission. Curley Law Firm is here to help you get the answers you need so you can add members to your Texas LLC if needed. Contact business attorney Adam Curley today to discuss your case and see what Curley Law Firm can do for you. .