LLC Buyout Agreement Template for England and Wales

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Key Requirements PROMPT example:

LLC Buyout Agreement

"I need an LLC Buyout Agreement for the purchase of a 30% membership interest in our technology consulting firm, where two founding members are selling their stakes to existing members for £2.5 million, with completion planned for March 2025."

Document background

The LLC Buyout Agreement is essential when members of a limited liability company wish to exit their ownership position or transfer their interests to other parties. Used extensively in England and Wales, this document outlines the complete transaction process, including valuation methods, payment structures, and post-completion obligations. It ensures compliance with the Companies Act 2006 and Limited Liability Partnerships Act 2000, while protecting all parties' interests through appropriate warranties and representations.

Suggested Sections

1. Parties: Identification of all parties involved in the buyout, including the selling member(s), remaining member(s), and the LLC itself

2. Background: Context of the agreement, current business situation, and reason for the buyout

3. Definitions: Key terms used throughout the agreement, including specific business terminology and legal definitions

4. Purchase Price and Payment Terms: Details of consideration, payment structure, timing, and any adjustments or earn-out provisions

5. Completion Requirements: Conditions precedent, completion mechanics, and timing of the buyout transaction

6. Warranties and Representations: Standard warranties from selling and buying parties regarding authority, ownership, and business condition

7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction of courts

Optional Sections

1. Employee Matters: Provisions dealing with staff transfers, employment contracts, and TUPE implications

2. Intellectual Property Rights: Provisions for transfer of IP ownership and licensing arrangements

3. Non-Compete Provisions: Restrictions on selling member's future activities and protection of business interests

Suggested Schedules

1. Schedule 1: Company Information: Details of the LLC structure, ownership, and corporate information

2. Schedule 2: Assets Schedule: Comprehensive list of company assets included in the transfer

3. Schedule 3: Warranties: Detailed warranties given by all parties to the agreement

4. Schedule 4: Completion Obligations: Detailed steps and requirements for completion of the buyout

5. Appendix A: Calculation of Purchase Price: Detailed methodology for calculating the purchase price, including any adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

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Let's create your LLC Buyout Agreement

Authors

Alex Denne

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