EIN

How to change the members of a DE LLC?

Inform the State If It’s Required

LLC member change, The State of Delaware requires minimum information when you file a company. Ownership details and members’ names are not provided to the Delaware Division of Corporations. The existing members may make changes to your membership information without notification to the Delaware Division of Corporations. There is no filing requirement for Delaware, but changes in membership may need to file with a Certificate of Amendment for some states.

If the members’ names are on the Certificate of Formation:

  • File a Certificate of Amendment with the Secretary of State or a Restated and Amended Certificate of Formation.
  • Amend your company’s Operating Agreement. Change/Update members on your company documents.
  • Obtain signatures from new/old members confirming the change of membership.

If the members’ names are not on the Certificate of Formation:

  • Amend your company’s Operating Agreement. Change/Update members on your company documents.
  • Obtain signatures from new/old members confirming and consenting to the change of membership.

Amend the Operating Agreement

The operating agreement is an internal company document, and all the members can be listed, changed, or removed. The leaving member acknowledges the terms whereby that member is leaving the Limited liability company in writing. After the member signs the resignation and transfer acknowledgment, the remaining members sign a First Amended and restate limited liability company.

File Forms to the IRS

The leaving member is the responsible party for your company or your company’s tax structure changes such as ‘multi-member to a single member.’ Therefore, you have to notify IRS with the required forms (IRS Form 8822-B, IRS Form 8832) as soon as possible. IRS