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Membership Unit Purchase Agreement

Membership Unit Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Membership Unit Purchase Agreement

"Need a Membership Unit Purchase Agreement for the sale of 25% membership interest in our technology consulting LLP to a private equity investor, with completion planned for March 2025 and including both tag-along and drag-along rights."

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Document background
A Membership Unit Purchase Agreement is essential when transferring ownership interests in English and Welsh limited liability companies or LLPs. This document is commonly used in private company transactions, mergers and acquisitions, and investment rounds. It details the terms of sale, purchase price, payment mechanisms, and seller warranties, while ensuring compliance with Companies Act 2006 and other relevant legislation. The agreement protects both parties' interests and provides a clear framework for completing the transaction, including any conditions precedent and post-completion obligations.
Suggested Sections

1. Parties: Identification and details of the buyer and seller

2. Background: Context of the transaction and company structure

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including units being sold and price

5. Completion: Timing and mechanics of the transfer

6. Warranties: Seller's representations about the business and units

7. Confidentiality: Protection of sensitive information

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Tag-Along Rights: Rights of other members to join the sale when multiple members are involved

2. Drag-Along Rights: Ability to force other members to join the sale in majority stake transfers

3. Non-Compete: Restrictions on seller's future activities, typically used in key person transfers

4. Earn-Out Provisions: Future payment mechanisms based on performance metrics

Suggested Schedules

1. Details of the Units: Full description of units being transferred including class, rights, and obligations

2. Warranties: Detailed warranties given by seller regarding the business, units, and company

3. Completion Obligations: List of actions required at completion including documents and payments

4. Company Information: Details of the company structure, business operations, and financial position

5. Existing Members: Information about other unit holders and their respective holdings

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

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alex.den.21@genieai.co
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share transfers, membership rights, company records, filings, and directors' duties

Limited Liability Partnerships Act 2000: Legislation specific to LLPs, covering membership and ownership provisions and transfer of membership interests

Financial Services and Markets Act 2000: Regulatory framework for financial services, relevant if the transaction involves regulated activities or investment restrictions

Finance Act 2003: Legislation covering tax implications, particularly Stamp Duty considerations on transfer of interests

UK Companies House Requirements: Regulatory requirements for registering changes in ownership and fulfilling filing obligations

FCA Regulations: Financial Conduct Authority regulations applicable to regulated activities or entities

Anti-Money Laundering Regulations 2017: Regulations governing due diligence requirements and identity verification obligations

Contract Law Principles: Common law fundamentals including offer, acceptance, consideration, and intention to create legal relations

Equitable Principles: Legal principles covering good faith and fiduciary duties in business relationships

Data Protection Act 2018: UK GDPR implementation governing the handling and protection of personal information

Competition Law: Regulations concerning merger control and anti-competitive practices, relevant for larger transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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