How to Transfer LLC Ownership in Texas

Q: How do I transfer LLC ownership in Texas?

A: Texas does not require state approval to transfer LLC membership interests. Under Tex. Bus. Org. Code § 101.052, default rules require unanimous member consent to admit a new member. Your operating agreement may modify this requirement. Execute a membership interest assignment agreement, obtain required consents, and amend your Certificate of Formation only if the transfer changes management structure or registered agent information.

Understanding the Transfer Process

Transferring LLC ownership involves two distinct steps: assigning your membership interest and admitting the transferee as a full member.

A member may assign their economic interest (distributions and profits) without state approval. However, the assignee becomes a full member—with voting and management rights—only if remaining members consent. Under Tex. Bus. Org. Code § 101.052, unanimous consent is the default rule unless your operating agreement specifies otherwise.

Your operating agreement controls the process. It may allow transfers with fewer votes, restrict transfers entirely, or require buyout provisions. If you lack a written agreement, Texas default rules apply.

Required Steps

1. Review Your Operating Agreement

Check for transfer restrictions, consent requirements, and procedures. If silent, unanimous member consent is required under default law.

2. Obtain Written Consent

Secure approval from all required members (typically unanimous unless your agreement allows otherwise). Document all approvals in writing.

3. Execute an Assignment Agreement

Draft and sign a membership interest assignment agreement specifying the effective date, consideration, and any conditions.

4. Update Company Records

Maintain records of the transfer, including the assignment agreement and updated membership list with the new owner's name and address.

5. File an Amended Certificate (if needed)

Amend your Certificate of Formation only if the transfer changes your registered agent, managers, or management structure. Filing fee: $300.00 (Tex. Bus. Org. Code § 3.005).

Key Considerations

No state approval required for most transfers—Texas does not mandate approval unless your Certificate requires amendment.
Fiduciary duties apply to transferring and incoming members under Tex. Bus. Org. Code § 101.001 et seq., unless your agreement modifies them (permitted under SB 29, 2025).
Tax implications are not addressed by Texas law. Consult a tax professional regarding federal and state consequences.
Operating agreement amendments may be required if your agreement mandates member approval or documentation of ownership changes.

This is general information, not legal advice. Consult a Texas business attorney for complex transfers or multi-member LLCs.