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Updated over 7 years ago,
How to legally change ownership of LLC in Ohio
I have a highly specific legal question regarding Ohio business law. I have noticed many other investors here from Ohio.
My wife and I were married yesterday. We now wish to convert my real estate holdings to holdings jointly held by both of us. We signed a prenuptial agreement that describes precisely the allocation of the real estate assets in the event of our divorce. I hold an LLC in Ohio. It appears in Ohio, the articles of organization do not include the LLC's members, but rather its name, effective date, purpose, and registered agent. We do not need to alter any of that information because none of those things are changing, but only indicate to the secretary of state and the IRS that the LLC will now be held by two members. My understanding is that I need to file with the IRS a change of entity classification. However, I can't figure out if I need to file anything with the secretary of state in Ohio. There is no option on their filing website to do anything except file an amended articles of organization which allows to change the company name, effective date, or purpose. This filing would cost $50. One website indicated that it was possible to amend the members of an LLC by filing the articles of organization and additionally providing an 8x11 sheet of paper indicating the change in membership. Is this necessary? It seems to me that if we simply file the tax entity selection with the IRS and eventually file the taxes to Ohio as a partnership that they require no additional information about who actually owns the business beyond the agent they communicate with, presuming that we have valid internal documents.