Understanding the Lawfulness of Digital Signatures for Assignment of Partnership Interest

How to eSign a document: digital signature lawfulness for Assignment of Partnership Interest

so how do you sell your LLC or transfer it to another person or entity hi I'm the business guy I'm the CEO of asset protection planners and lawyers limited we talked in a previous video about how to fill out an LLC membership certificate and we'll review that a bit here and now we're going to talk about how to transfer your membership to somebody else this could be to another person or to a living trust or asset protection trust or even to another company where one company owns another alternatively it could be when you sell your LLC now remember a member of an LLC is equivalent to a shareholder or stockholder of a corporation so an LLC member is an owner of an LLC a manager is roughly equivalent to the CEO or president of a corporation in other words somebody who's in charge somebody who runs the place so a member is an owner and a manager operates the else he runs the business and by the way this may or may not be the same person you don't have to be a member in order to be a manager though in most cases managers also have ownership positions now we've set up tens of thousands of llc's both in the US and overseas and the most common transfer we see is when one of our clients transfers his her LLC to an asset protection trust so whether you're transferring your LLC membership interest to a trust or to another person the process is essentially the same and if you appreciate this information please click the like button below so YouTube promotes this video thanks so much and you can also click the Subscribe button if you haven't already so that when more videos come out like this you'll be up to date right away so let's go ahead and get right to it and I'll show you exactly what to do okay this is a typical LLC membership certificate we see the certificate number here we see the number of units this can be written in a percentage form or just the number of units without the percentage sign we have the name of the member here in this case Pat Smith then we have the number of units written in longhand so we can write percent or we can simply write 100 units of the limited liability company okay so we write the date that the certificate was issued here and we also have the manager sign here and then you take your LLC seal and you squeeze that emblem right in this section right here if there's another manager they can option only sign here but this signature line is unnecessary okay so now this person Pat Smith wants to sell his or her membership interest in the LLC to another party or simply wants to transfer it to his or her living trust or asset protection trust in this case Pat is assigning his membership interest to an asset protection trust and again it doesn't matter whether it's to a trust or another person the process is still the same and I have to say just to be clear this isn't legal advice or tax advice for that matter we do have attorneys on staff who might be able to help now when we set up LLCs for our clients this is what the membership transfer log looks like so first of all you fill out this membership transfer log and next we'll talk about how to fill out the new certificate so first of all the transfer log as you can see here to cancel or transfer a membership certificate first of all we complete this form to record the transaction and then we write cancel on the old certificate which we'll show in a little bit and then we fill out the new certificate which we will also show momentarily you can see here it says paste cancel certificate place you're not actually taking Elmer's glue and pasting anything you're simply placing the old canceled certificate behind this document in your corporate record book now you can see there's two columns column one and then there's column two in column one we're talking about the old certificate and then in column two we're talking about what we're going to do with the new certificate so first of all column one the certificate we are canceling is certificate one as you can see in our previous illustration we can also see that it represents 100 shares or 100 units of membership interest as we can see here and then it was issued to Pat Smith we're performing this transaction on August the 1st 20xx and who is the prior owner of this certificate there wasn't a prior owner it was an original issue so this was an originally issued certificate on January the 1st 2022 or whatever the date was again the original certificate number was zero one represented 100 units of membership interest and we're transferring all 100 units if we were only transferring 50 units of membership interest to another person we would fill out two certificates one with 50 membership units for Pat Smith and one for 50 units for the next person but in this case we're transferring all hundred units of membership interest now we get to column two column two shows what we're doing with the new certificate so we're showing that we received the old cancel certificate number zero one again zero one and that certificate represented 100 units and again on the first of August 20xx as it says here in other words we exchanged the council certificate up here for the new certificate or certificates down here in this case we're exchanging canceled certificate 0.01 for new certificate zero two and we'll show you that sample in just a moment this new certificate is issuing 100 units of membership interest to ABC trust comma or a trust limited trustee so if the membership in the LLC is being transferred to a trust you name the name of the trust and you name the trustee's name now we've completed the transfer log okay let's take a look to see what this looks like on the membership certificates here's our certificate zero one we wrote the word canceled across the certificate and we want to write canceled in such a way that it doesn't cover up the important information on the certificate especially the number of units the date was issued who it was issue to and so on so you're writing canceled but you're not wanting to cover up the pertinent information so you have a record of who owned the membership interest before so now that the transfer log has been filled out and you've written canceled across the old certificate it's time to create your new certificate so you can see we're issuing certificate number zero two to this trust here so let's go ahead and take a look at certificate number zero two so certificate zero two is being issued to ABC trust or a trust limited trustee or simply 100 units of membership interest you can write it either way as a percentage or as a number of units depending on the number of units the LLC is authorized issue I like the unconventional route to write the percentage so that way you don't have to worry about knowing the number of units the LLC has authorized to issue either way is acceptable but if your LLC doesn't specify how many units your authorized to issue using a percentage is just fine so you can see we write the date the manager of the LLC signs whoever that is and you squeeze your company seal in this section here so by the way here's an LLC record book here are the membership certificates here and then when we flip back here this is the membership transfer log in this section here these are the documents we were just looking at and by the way this is what the company seal looks like in case you're wondering this is what we squeeze on that section there at the bottom it makes an imprint that looks something like this and it goes like this and you simply squeeze that on the paper to make the impression of the company name data formation and so forth on the membership certificate on that circle on the bottom center so if you're selling your membership interest to another person it's simply write that other person's name here and you'd also write that other person's name here so the membership interest transfer is the same whether it's being transferred to a trust or another person or to a company the LLC with the strongest asset protection in the world is an LLC down in the Caribbean island of Nevis or in the Cook Islands so some people will have a set of anivis LLC to own all of their us LLC since you have stronger asset protection okay let's suppose Pat Smith wanted to transfer his membership interest to two other people you simply take that old certificate zero one 100 units of membership interest there's Pat Smith this section is filled out the same and you can see here we're exchanging certificate zero one that represents 100 units to two different people Tom Jones and Bob Williams who receive 50 units of membership interest each and that will be recorded on certificate get 0 1 and 0 3 for example so that's getting down into the weeds the nitty-gritty of exactly how to transfer membership interest to a trust another person or another company in case you want to have your policy and a trust you want to bring on one or more new members or you want to sell part or all of your LLC 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