How do I transfer ownership of an LLC?

You transfer an LLC by assigning the owner's interest in writing, following whatever the operating agreement says about transfers. Read it first, because both Florida and Delaware let the agreement restrict or forbid assignment, and Florida says a transfer that breaks a restriction is ineffective against anyone who knew about it.

Under both statutes, assigning an interest does not on its own make the buyer a member. In Florida the transferee receives the distributions but has no right to take part in running the company or, generally, to see its records. In Delaware, unless the agreement says otherwise, the assignee gets the profits, losses and distributions but none of a member's rights, and the seller stops being a member only when they assign their whole interest. To make the buyer a full owner, the agreement has to admit them or, if it is silent, all the members have to consent.

So the paperwork is an assignment, an amendment or restated operating agreement naming the new owner and the new percentages, and the other members' consent where there are any. If a state record names the old owner, update that too. A sale of the whole company also needs a purchase agreement, and that is worth having a lawyer review.

The federal side starts with the EIN. The IRS says you do not need a new one for a change of name or location, and, for a partnership, for a change in ownership that does not terminate it. It does ask for a new EIN when you terminate an existing LLC and form a new corporation or partnership. If you are not sure which of those your sale is, ask before closing, not after.

Next, tell the IRS who is in charge. The responsible party is someone who owns, controls or exercises effective control over the entity and manages its funds and assets, and the IRS asks that a change be reported within 60 days, on Form 8822-B. If the seller was the responsible party, that filing becomes yours the day the sale closes.

Taxes depend on the structure. A domestic LLC with two or more members is a partnership for federal income tax unless it elected otherwise, and a one-member LLC is disregarded from its owner. So a sale can change how the LLC is classified, as when one of two members buys out the other, or whose return the income lands on, as when a one-member LLC is sold. Bring your tax preparer in before you sign.