Sale Of LLC Membership Interest Agreement Template for England and Wales

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Key Requirements PROMPT example:

Sale Of LLC Membership Interest Agreement

"I need a Sale Of LLC Membership Interest Agreement to sell my 25% stake in a technology consulting LLC to a strategic investor, with payment structured as 70% upfront and 30% after 12 months, including non-compete provisions for the UK market."

Document background
The Sale Of LLC Membership Interest Agreement is essential when a member wishes to exit an LLC by selling their ownership stake. This document, governed by English and Welsh law, provides a comprehensive framework for the transaction, including detailed provisions for valuation, transfer mechanics, and post-sale obligations. It's particularly important for ensuring compliance with corporate governance requirements, tax implications, and maintaining the LLC's operational continuity during ownership changes.
Suggested Sections

1. Parties: Identification of seller and purchaser of LLC membership interest

2. Background/Recitals: Context of the transaction and current ownership structure

3. Definitions: Key terms used throughout the agreement

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

5. Completion: Details of when and how the transfer will take place

6. Seller's Warranties: Representations about the LLC and the membership interest

7. Payment Terms: Structure and timing of payments

8. Governing Law and Jurisdiction: Specification of English and Welsh law governance

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future activities - used when seller might compete with LLC

2. Tax Covenant: Allocation of tax liabilities - used for significant transactions with tax implications

3. Earn-out Provisions: Future payment mechanisms based on performance - used when part of purchase price is contingent on future performance

4. Employee Matters: Treatment of employment relationships - used when seller is also an employee

Suggested Schedules

1. Details of the LLC: Company information, registration details, and structure

2. Warranties: Detailed list of seller's warranties

3. Completion Obligations: List of actions required at completion

4. Current Members: List of all current LLC members and their interests

5. Calculation of Purchase Price: Detailed methodology for price calculation if complex

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation for corporate governance principles and provisions regarding share transfers and ownership changes in England and Wales

Limited Liability Partnerships Act 2000: Provides the legal framework for LLPs in England and Wales, including membership structure regulations

Partnership Act 1890: Contains fundamental partnership principles that may be applicable to LLC membership transfers

Financial Services and Markets Act 2000: Regulatory framework relevant if the LLC engages in regulated financial activities

Money Laundering Regulations 2017: Stipulates due diligence requirements for ownership transfers and anti-money laundering compliance

Income Tax Act 2007: Tax legislation governing income tax implications of membership transfers

Corporation Tax Act 2010: Tax legislation covering corporate tax aspects of membership transfers

Taxation of Chargeable Gains Act 1992: Governs capital gains implications and stamp duty considerations in membership transfers

English Common Law - Contract Law: Fundamental principles including offer, acceptance, consideration, and intention to create legal relations

Competition Law: Relevant if the membership transfer could have implications for market competition

Data Protection Act 2018: Ensures compliance with GDPR requirements in handling personal data during the transfer process

Employment Law: Relevant legislation if LLC members are also employees of the business

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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