- 1). Prepare a copy of the operating agreement if it exists. Members of an LLC create an operating agreement to establish special rules for that individual LLC (see Reference 1). Some agreements may contain special rules for the transfer of property out of the LLC.
- 2). Determine if the LLC is a member-managed LLC or a manager-managed LLC. An LLC always has members, but some do not have a manager. Note whether there are multiple members or managers because some rules require a majority or unanimous vote.
- 3). Compare any provisions in the operating agreement to the Limited Liability Company Act that applies to the state. The Revised Uniform Limited Liability Company Act provides default rules for the transfer of property in Section 407 (see Reference 2).
- 4). Follow the operating agreement if it conflicts with the Act's default rules. Otherwise, follow the Act's rules. Managers can generally transfer property in the ordinary course of business, and members can transfer the same transactions by majority vote. However, an operating agreement can change these rules.
- 5). Determine if the transfer is in the ordinary course of business. For example, in an LLC that sells hamburgers, hamburger sales are in the ordinary course of business. However, selling the entire restaurant is not in the ordinary course of business. According to the default rule, transfers of property outside the ordinary course of business require the unanimous consent of all members even in a manager-managed LLC (see Reference 2).
- 6). Categorize the type of property the LLC will transfer. Property generally consists of real property and personal property. Real property includes houses and other buildings. Personal property includes cars and other items not attached to real property. The transfer of real property requires a deed (see Reference 3).
- 7). File the deed with the county recorder of deeds or local equivalent in the case of transfers of real property.
- 8). Negotiate a written contract even in the case of personal property. Not all contracts for the sale of personal property require a writing, but a writing provides clearer evidence of a transfer.
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