Securities Act of 1933 and 1934: Federal laws governing securities transactions, including registration requirements, anti-fraud provisions, and disclosure obligations for membership interest transfers
Internal Revenue Code: Federal tax regulations affecting membership interest transfers, including capital gains treatment and tax structuring considerations
State LLC Laws: State-specific Limited Liability Company Acts governing LLC operations, transfer restrictions, and compliance requirements
Blue Sky Laws: State securities laws governing registration requirements, disclosure obligations, and anti-fraud provisions for membership interest transfers
State Contract Laws: State-specific contract formation and enforcement requirements, including statute of frauds provisions
Uniform Commercial Code: Particularly Articles 8 and 9, governing certificated membership interests and security interests
Operating Agreement: Company's internal governance document that may contain transfer restrictions, procedures, and requirements
Buy-Sell Agreements: Pre-existing agreements governing the terms and conditions of membership interest transfers
Rights of First Refusal: Existing provisions giving certain parties priority rights to purchase membership interests before third-party sales
Tag-Along/Drag-Along Rights: Provisions affecting minority and majority members' rights in membership interest sales transactions
