If I own a 1/3 share in a LLC partnership and would like to sell, can I offer my share to just 1 partner or must it be offered to each partner equally?

We do not have a formal partnership agreement.

Asked on August 5, 2014 under Business Law, Pennsylvania


Bradley Miller / Miller Law LLC

Answered 6 years ago | Contributor

Whether you can offer your interest to just one member or must offer to all members is going to depend on the LLC laws of your state. Normally this is something that would be specified in your operating agreement. Since you say that you don't have a formal agreement, you would have to turn to the specific statutes of your state.

In Ohio, for instance, an ownership interest in an LLC is considered personal property and absent any restrictions placed on it in the Articles of Organization or through an Operating Agreement or other agreement between the members, is freely transferrable. Meaning that you could sell your interest to whomever, and there is no requirement that you provide an offer to any other member.

You may be able to look up this information yourself in your state's LLC laws; if not, you will want to talk to a business attorney who practices in your state.

Good luck.

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