Ask HN: How to Transfer Shares of an LLC Corporate Register in Delaware? | Hacker News Reader

Ask HN: How to Transfer Shares of an LLC Corporate Register in Delaware?

4 pointstzury5 comments

Have you done it before?

What was the process?

I don't seems to find a clear answer online.

Are you looking to transfer shares between individuals or, change the entity structures and have the shares move over to the new entity

Transfer individual's 100% holding to another company (outside of the US)

Is the entity in question being acquired by an foreign company/shareholder?

Or, are you just transferring a portion of the company to a foreign investor?

The entity in the US was founded by me at the same time the other entity, outside of the US was.

I want the entity in the US to be a subsidiary of the entity outside of the US rather than under my own private holdings.

Without knowing all the details (i.e what state your company is in, if it has multiple locations, etc.), I would reach out to the state the LLC is registered in and submit a "Certificate of Merger" where the surviving entity is a Foreign (i.e not in the same state/country). NOTE: You'll also have to file a Certificate of Amendment stating that the LLC is accepting a Merger. You most likely will have to file similar paperwork in the acquiring company's HQ location.

ALTERNATIVELY, If you'd just like to transfer the LLC to a foreign entity, you can file a "Certificate of Transfer" (Section 18-213) - but I believe this isn't your specific use case.

NOTE: I used Delaware as an example, your own state's regulations may vary. For more questions, consult a lawyer or your Registered Agent Service.

References:

[Delaware, Section 18-204 - Foreign Entity Definition](http://delcode.delaware.gov/title6/c018/sc02/)

[Delaware, Section 18-209 - More on Mergers](http://delcode.delaware.gov/title6/c018/sc02/)

[Delaware, Certificate of Amendment](http://corp.delaware.gov/llcamend09.pdf)

[Certificate of Merger](https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20For%20Co...)

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