Georgia Sale and Assignment of a Percentage Ownership Interest in a Limited Liability Company

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Description

A limited liability company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.


A membership interest may be used to refer to the ownership interest of a member in the LLC. The word unit is often used to reflect the membership interests of a member in the LLC. Some LLC's issue membership interest certificates. To become a new member of the LLC the consent of majority of the members is necessary. A transfer of units of an existing member does not automatically include membership into the LLC.

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FAQ

Georgia LLC Formation Filing Fee: $100 To form an LLC in Georgia, you'll need to file Articles of Organization with the Georgia Corporations Division and pay the $100 filing fee ($110 if filing by mail or in person). Your articles are what create your Georgia LLC, you can't have one without forking over the filing fee.

Assignment of interest in LLCs happens when a member communicates to other members his/her intention to transfer part or all of his ownership rights in the LLC to another entity. The assignment is usually done as a means for members to provide collateral for personal loans, settle debts, or leave the LLC.

Filing fees. A converting LLC must pay filing fees to state agencies for filing the documents required for conversion. The Georgia Secretary of State charges $95.00 for the Certificate of Conversion and $100.00 for the Articles of Organization?which means the total filing fees in Georgia will be $195.00.

Yes, you can file the Articles of Amendment by mail to change your Georgia LLC name. Download and complete the Articles of Amendment form and mail to the Secretary of State. Note: It costs more ($30) and takes longer (15 business days turnaround) if you file by mail.

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.

There is no requirement for limited liability companies to publish a notice of change of name. The fee to file articles of amendment is $20.00. Articles of amendment may be filed online at or filed by paper by submitting this completed form to our office.

After the terms of sale are negotiated, a written membership interest sales agreement can be created to record the transaction. This agreement should detail the new member's ownership percentage, the amount of the buy-in, and require that the new member agree to be bound by the existing Operating Agreement of the LLC.

You can get an LLC cheaply by filing your formation documents yourself. You'll also save money by being your own Registered Agent, and using our free LLC Operating Agreement template. By forming your LLC yourself, being your own Registered Agent, and using our Operating Agreement template you can save over $400.

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Georgia Sale and Assignment of a Percentage Ownership Interest in a Limited Liability Company