6 ms·

Is the entity in question being acquired by an foreign company/shareholder? Or, are you just transferring a portion of the company to a foreign investor?

tzury 10y ago
The entity in the US was founded by me at the same time the other entity, outside of the US was. I want the entity in the US to be a subsidiary of the entity outside of the US rather than under my own private holdings.
- kidlogic 10y ago
  Without knowing all the details (i.e what state your company is in, if it has multiple locations, etc.), I would reach out to the state the LLC is registered in and submit a "Certificate of Merger" where the surviving entity is a Foreign (i.e not in the same state/country). NOTE: You'll also have to file a Certificate of Amendment stating that the LLC is accepting a Merger. You most likely will have to file similar paperwork in the acquiring company's HQ location. ALTERNATIVELY, If you'd just like to transfer the LLC to a foreign entity, you can file a "Certificate of Transfer" (Section 18-213) - but I believe this isn't your specific use case. NOTE: I used Delaware as an example, your own state's regulations may vary. For more questions, consult a lawyer or your Registered Agent Service. References: [Delaware, Section 18-204 - Foreign Entity Definition](http://delcode.delaware.gov/title6/c018/sc02/ http://delcode.delaware.gov/title6/c018/sc02/) [Delaware, Section 18-209 - More on Mergers](http://delcode.delaware.gov/title6/c018/sc02/ http://delcode.delaware.gov/title6/c018/sc02/) [Delaware, Certificate of Amendment](http://corp.delaware.gov/llcamend09.pdf http://corp.delaware.gov/llcamend09.pdf) [Certificate of Merger](https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20For%20Corp(Surv)09.pdf https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20For%20Co...)

6 ms·

Is the entity in question being acquired by an foreign company/shareholder? Or, are you just transferring a portion of the company to a foreign investor?

by kidlogic 10y ago

tzury 10y ago
The entity in the US was founded by me at the same time the other entity, outside of the US was. I want the entity in the US to be a subsidiary of the entity outside of the US rather than under my own private holdings.
- kidlogic 10y ago
  Without knowing all the details (i.e what state your company is in, if it has multiple locations, etc.), I would reach out to the state the LLC is registered in and submit a "Certificate of Merger" where the surviving entity is a Foreign (i.e not in the same state/country). NOTE: You'll also have to file a Certificate of Amendment stating that the LLC is accepting a Merger. You most likely will have to file similar paperwork in the acquiring company's HQ location. ALTERNATIVELY, If you'd just like to transfer the LLC to a foreign entity, you can file a "Certificate of Transfer" (Section 18-213) - but I believe this isn't your specific use case. NOTE: I used Delaware as an example, your own state's regulations may vary. For more questions, consult a lawyer or your Registered Agent Service. References: [Delaware, Section 18-204 - Foreign Entity Definition](http://delcode.delaware.gov/title6/c018/sc02/ http://delcode.delaware.gov/title6/c018/sc02/) [Delaware, Section 18-209 - More on Mergers](http://delcode.delaware.gov/title6/c018/sc02/ http://delcode.delaware.gov/title6/c018/sc02/) [Delaware, Certificate of Amendment](http://corp.delaware.gov/llcamend09.pdf http://corp.delaware.gov/llcamend09.pdf) [Certificate of Merger](https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20For%20Corp(Surv)09.pdf https://corp.delaware.gov/Cert%20-%20DE%20LLC%20+%20For%20Co...)