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Are LLC Memberships Securities that Must be Registered?

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The following are (somewhat edited) an Avvo question and my answer: Q. Is it necessary to file a Form D securities exemption when forming a California limited liability company (LLC) and only issuing an interest to the forming members?

A. The short answer is “no“. The somewhat longer answer is as follows:

Quoting from Selecting and Forming Business Entities by Continuing Education of the Bar: “A member-managed LLC…may be analogized to a general partnership, and the LLC interests are not securities. In a manager-managed LLC..the LLC interests are securities.”

Even if the LLC interests are securities, they probably will be exempt from the federal registration requirement because the interests were not issued in a public offering. The issuance probably will qualify for a CA securities exemption under Corporations Code Section 25102(f), but you must file a Limited Offering Exemption Notice with the California Department of Corporations within 15 days.

Related post: Section 25102 (f) – Securities Law Compliance if You Incorporate in California

Dana H. Shultz, Attorney at Law  +1 510-547-0545  dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

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