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

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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

Those who hold units in an LLC are referred to as ?members,? which is substantially the same as the more familiar terms ?stockholder? or ?shareholder? (again, synonymous), each of which are the titles for owners in a corporation. Units are also a form of personal property, just like stock is personal property.

How to Sell Your LLC and Transfer Complete Ownership Review your Operating Agreement and Articles of Organization. ... Establish What Your Buyer Wants to Buy. ... Draw Up a Buy-Sell Agreement with the New Buyer. ... Record the Sale with the State Business Registration Agency.

James Publishing, 1995). The owners of an LLC are called ?members.? A member can be an individual, partnership, corporation, trust, and any other legal or commercial entity.

While LLC members can have different ownership percentages, the ownership interests of all members in total must add up to 100%.

In the case of corporations, an ownership interest is represented by ownership of voting stock. In the case of partnerships or limited liability companies, an ownership interest is represented by total interest in capital and profits.

With LLCs, members own membership interests (sometimes called limited liability company interests) in the Company which are not naturally broken down into units of measure. You simply own a membership interest in the Company and part of your agreement with the other members is to describe what and how much you own.

The term member refers to the individual(s) or entity(ies) holding a membership interest in a limited liability company. The members are the owners of an LLC, like shareholders are the owners of a corporation. Members do not own the LLC's property.

Classes of Interests Explained. Some LLCs are owned my one single individual?these are sometimes called single-member LLCs. More commonly, LLC ownership is shared among multiple owners, who in this context are also called ?members?.

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