State-Specific LLC Laws: Each state's Limited Liability Company Act, operating agreement requirements and restrictions, and state-specific transfer restrictions and requirements must be considered
Federal Tax Laws: Internal Revenue Code provisions including IRC ?? 704, 706, and 707, tax implications of membership interest transfers, and partnership tax treatment considerations
Securities Laws: Securities Act of 1933 requirements if membership interest could be considered a security, state Blue Sky laws, and SEC regulations regarding private placements
Uniform Commercial Code: Article 9 regarding security interests and transfer of personal property provisions under the UCC framework
Contract Law: State-specific contract formation requirements, Statute of Frauds requirements, and consideration requirements for valid contract formation
Corporate/LLC Governance: Operating Agreement provisions, buy-sell agreement provisions, and required consents and approvals for membership interest transfers
Due Diligence Requirements: Anti-money laundering regulations, OFAC compliance, and state and federal regulatory compliance requirements
Employment Laws: Employment relationships with the LLC, non-compete agreements, and confidentiality obligations that may affect membership interest transfers
