What is the exact legal procedure for how to sell my LLC business?

Asset sale is usually cleaner for the buyer. You'll need a purchase agreement, bill of sale, assignment of contracts, and possibly a new EIN if you keep the the LLC entity alive. If you sell membership interests instead, the buyer steps into your shoes and you'll need to amend the operating agreement and file a change with the state

You need to decide whether the deal is an asset sale or an equity sale. That single decision changes everything about the documents, tax treatment, and liability transfer. Don't skip that step.

Hire a business attorney and a CPA. i know that's not the step-by-step you asked for, but the “exact” procedure depends on your state and whether you're selling assets or interests. A forum can't give you a binding roadmap.

Documents typically include a letter of intent first, then a definitive purchase agreement, assignment of leases and contracts, and a closing statement. Also check your state's LLC act for any required notice to creditors if it's a bulk asset sale.

This threead is already sliding toward generalities. The OP asked for the exact legal procedure. The honest answer is there isn't one universal sequence. State law and the deal structure control.

If you sell membership interests, you typically assign the membership interest, update the operating agreement, and file whatever the secretary of state requires. The LLC itself continues. If you sell assets, the LLC stays with you and you sell the business property.

Don't forget the IRS side. For an asset sale, you'll report the sale on Form 4797 and possibly Form 8594 for goodwill and other intangibles. For an equity sale, the seller reports capital capital gain on the membership interest. That's separate from the state filings.

Bulk sale notice. In some states, an asset sale outside the ordinary course requires notice to creditors. If you miss that, the transfer can be challenged. Also, sales tax on tangible assets varies by state.

The order roughly works like this: letter of intent, due diligence, definitive agreement, third-party consents, closing, then post-closing filings and tax reporting. But the forum can't tell you what your state requires for the LLC itself, because it depends on whether you you're changing members.

If you sell the LLC interests, the buyer usually wants a release of your personal guaranties. That's a practical step many people overlook until closing.

Wasn't the question specifically about LLC interests? Then the operative document is a membership interest purchase agreement, plus an assignment separate from certificate if your state issues certificates. Then amend the operating agreement, and update the member list. State filing requirements vary.

Has anyone here actually sold an s-corp LLC? I'm curious whether the s-corp election survives an equity sale. It does for the entity, but the buyer's eligibility matters. That's a real issue the OP needs to run by a tax advisor.

I sold my single-member LLC as an asset sale last year. My attorney handled the purchase agreement and assignments. The state filing was just a final annual report and dissolution, because I didnt keep the entity. If you're keeping it, the sequence is different.

the question says “exact legal procedure,” but there is no single exact procedure. The controlling documents are state LLC statutes, your operating agreement, and the purchase agreement. Start with the operating agreement to see if there are transfer restrictions or consent requirements.