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

[tzury]

Have you done it before?

What was the process?

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

[kidlogic]

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

[tzury → kidlogic]

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

[kidlogic → tzury]

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?

[tzury → kidlogic]

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.

[kidlogic → tzury]

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...)