Legal Question in Business Law in Delaware

Suppose Mr. A & Mr.B has formed an LLC. They received the incorporation certificate for the same from sate of delaware.

Names of A & B are get printed on incorporation / Formation certificate of LLC ( as they choose to do so.).

Now If A & B decided to transfer their respective 100% membership interest to Mr. C

Whether state of Delaware will issue Amended ( New ) Incorporation / Formation certificate in the name new member " C "

Yes or No ?

If yes what would be your professional fees for the same ?

Asked on 1/31/13, 2:22 am

2 Answers from Attorneys

Roman Fichman Esq. Law Practice of Roman Fichman Esq.

Certificate of Formations are not issued in anyone's name. The incorporator or incorporators only have temporary status until they transfer their duties to the member(s) (the incorporator can also be a future member).

If I understand correctly, A+B are looking to sell their membership interest to C. In such case, what everyone needs to do is enter into a membership purchase agreement and not merely amend the certificate. As part of the transaction the parties may also wish to amend the certificate of formation.

The cost of just filing an amended certificate is $500+filing fee.

The cost of the membership purchase agreement varies and depends on the complexity of the deal.

I would be happy to chat with you further and provide you with a more definitive quote. Feel free to contact my office at your earliest convenience.

Roman R. Fichman, Esq. │ @TheLegalist

email: Info (@) TheLegalist (dot) com

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Answered on 1/31/13, 6:10 am

Bruce McCullough Bodell Bove', LLC

It would be unusual to list the LLC Members on the Certificate of Formation in Delaware. The Registered Agent, however, must be listed. The filing fee for a Certificate of Amendment of a Certificate of Formation is $200. If all that needs to be done is change the Registered Agent, the filing fee is $50. It is not clear from the information you provided whether you need a purchase agreement.

I offer flat fees for legal work such as this. Please feel free to contact me if you want to discuss this matter further.

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Answered on 1/31/13, 8:19 am

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