Transferring Delaware LLC ownership: full member buyout vs partial transfer

Full ownership transfer

Single-member LLC owner transfers entire interest to new owner. LLC continues; ownership changes. Process: Assignment of Member Interest agreement, Operating Agreement amendment (or replacement), bank account signatory update, BOI report update with FinCEN (30-day deadline).

Tax: outgoing owner has capital gain (or loss) on transfer value vs basis. Incoming owner takes basis equal to transfer value.

Partial ownership transfer

Existing owner sells partial interest to new co-member. Triggers single-member to multi-member tax classification change (disregarded → partnership). Form 1065 partnership returns now required.

Operating Agreement must be amended or replaced with multi-member version.

Tax planning before transfer

Engage CPA before any transfer. Different transfer types (gift vs sale vs exchange) have different tax treatments. Cross-border transfers add additional complexity (US estate tax, treaty implications).