I'm starting a small LLC in Indiana just for myself (consulting). Wondering if I can add a partner a year or two down the line without having to dissolve the whole thing and start over? I've heard different things. Anyone actually done this?
Can an Indiana LLC have one owner today and add another later?
Yep, totally doable. Indiana allows a single-member LLC to add members later. You just amend your operating agreement and file an amended articles of organization if you want it on record. No dissolution needed.
What cornfield said. But make sure your operating agreement explicitly allows adding members later. If it's silent, you might have to get unanimous written consent or some other hoops.
I did this in 2019. Added my brother as a 50% member. We filed the amendment with the Secretary of State (like $20 or something) and updated the operating agreement. Took a week. The only annoying pzrt was getting a new EIN? Actually no, we kept the Same EIN because the entity didn't change, just the ownership. IRS says single-member to multi-member is an entity classification change, so you might have to file a new election. That part was confusing. We ended up filing a new EIN just to be safe because our CPA said so. Might be overkill.
Actually the EIN thing is a real point. If youu go from disregarded entity to partnership for tax purposes, you typically need a new EIN. Not always, but usually.
Wait, you have to file a new EIN? I thought that was only for changing entity tyep (like LLC to corp).
That's what I thought too. But apparently the IRS treats single-member LLC as a sole prop, and multi-member as a partnership. Different tax classification = new EIN. Our CPA was adamant. I'm not a tax pro though, so grain of salt.
Thanks all. So the operating agreement is the main thing. And maybe a new EIN. What about the articles of organization? Do I have to file an amendment with the state if I add a member?
Indiana doesn't require you to list members in the articles. So technically you might not need to amend with the state at all. But it's good practice to file the amendment so the public record reflects the change. Some banks and lenders want to see it.
Frugal's right. Indiana articles only list the organizer and registered agent, not members. So no mandatory state filing. But if you change The registered agent or something, that's different. Adding a member is just internal. Still, I'd file an amendment just to have a clean paper trail.
Just make sure the new person buys in properly. Don't just gift them 50% and then they walk away with half your business. Get a buy-sell agreement.
^^ This. We didn't do a buy-sell and now my brother wants out and it's a mess. Learn from my mistake.
Also if you're the only owner now, your LLC is disregarded for tax. When you add someone, it becomes a partnership by default. You'll need to file Form 1065 and give the new member a K-1. Just a heads up, the paperwork changes.
Good stuff. I'll talk to my CPA about the EIN and tax classification. And definitely get a buy-sell. Thanks everyone.