The Operating Agreement of my LLC doesn't have the "selling Section". My LLC only has 4 members, 25% each partner. I want to sell my whole 25% share to an existing member in the company, but am I required to offer to the other members as well? Or, can I just do a private sale to one member only?
You may assign your economic interest in the LLC, but the other members would have to consent to the transfer of the other rights of your LLC membership. In other words, unless the other members agree, you can only assign the right to receive your share of the profits/losses and distributions of the LLC, but not any type of management.
Unfortunately, your Operating Agreement is missing an important section. You will need to retain a good tax and business lawyer to make the determination and outline the procedures for you. No one can give you an exact answer without reviewing the documents.
If you do not like this answer or disagree, please look at one of the other answers provided. It is not necessary for you to try prove this answer is "wrong" or something with which you do not agree. This is a free service for you based on limited facts. Nevertheless, many times you need to consult an attorney with the details to get actual advice specific to your concerns. Do not put too many details in your questions or comments because this makes the information public and could hurt you. Government Regulations contained in IRS Circular 230 regulate written communications about Federal tax matters, including e-mail, between us and our clients. This is another attempt by the government to limit your rights and to extend the control of government over individuals and businesses. Nevertheless, such communications are either opinions or other written communications. This is not an opinion. It is other written communication and was not written to be relied upon, by itself, to avoid any tax penalties. In order to receive assurances of protection from tax penalties from a written communication, you should get an opinion letter. If you would like to discuss an opinion letter relating to any matter, please contact me and I will explain what is involved and what it will cost.
You don't state in which jurisdiction your LLC is organized. If the operating agreement is silent regarding sales of Units, there will likely be a default to the law of the organizing jurisdiction. Without information it is impossible to answer this questions, you should contact an attorney near you.
All that being said, typically "tag along" requirements apply only to offers to outside parties and, usually, only if there is a transfer of a majority of the Company.
Best of luck to you.
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