How to Transfer LLC Ownership in New York

Q: How do I transfer LLC ownership in New York?

A: Under N.Y. Ltd. Liab. Co. Law § 417, transferring a membership interest does not automatically admit the transferee as a member. Your written operating agreement controls all transfer rules, including consent requirements and what rights the transferee receives. You must follow your agreement's procedures, obtain required member approvals, and amend your operating agreement to reflect the new owner's name and ownership percentage. If the registered agent or principal office changes, file an amended Articles of Organization with the New York Department of State ($200 filing fee).

Operating Agreement Controls the Transfer

N.Y. Ltd. Liab. Co. Law § 417 requires a written operating agreement governing all internal LLC matters. Your agreement must specify:

Whether member consent is required for transfers
Voting thresholds for admitting new members
Whether the transferee receives economic rights only or full membership status
Any restrictions on transferability

Critical distinction: A transfer of membership interest alone does not make someone a member. The transferee may receive distributions but lack voting and management rights unless your operating agreement or a separate admission agreement grants full membership.

Required Steps

Review your operating agreement for transfer restrictions and approval procedures
Obtain member consents as specified in your agreement
Execute a written assignment transferring the membership interest
Amend your operating agreement to reflect the new member's name, ownership percentage, and capital contribution
Update your membership ledger and LLC records

Articles of Organization Updates

If the transfer changes your registered agent or principal office location, file an amended Articles of Organization with the New York Department of State. The filing fee is $200.00. Expedited options are available ($25 for 24 hours, $75 for same-day, $150 for 2 hours).

Key Points

Your operating agreement is the controlling document. If it is silent on transfers, N.Y. Ltd. Liab. Co. Law § 417 default provisions apply—but you must still have a written agreement in place. Do not assume a buyer automatically becomes a member; follow your agreement's admission procedures to avoid disputes.

This is general information, not legal advice. Consult an attorney for your specific situation.