Transfer Documents
Transferring the Entity
Typically less documentation is required for the transfer of the entity itself rather than just the business assets since the entity continues to own the assets. Transferring the entity provides the new owner with ownership and control of the underlying business assets so that many of the legal documents described above become unnecessary.
After the transfer documents are prepared and written resignations are obtained by the buyer from officers, members or partner-employees of the entity under the seller's control, the buyer is free to select new corporate directors and officers, limited liability company managers or partner-employees.
In addition, it will be necessary to change the registered agent for service of process for the entity following the change of ownership with the Secretary of State. Finally, although the seller typically does not need to formally assign an entity's contracts, leases or intellectual property to the buyer in an entity sale, on occasion, if the lease provides for consent when the ownership of the tenant (the entity) changes by more than a specified percentage, or the contract provide for the rendition of non-delegable services, the landlord or other party to the contract may have to formally provide their consent for the transfer to be effective.
