Membership Interest Redemption Agreement Template for United States

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Key Requirements PROMPT example:

Membership Interest Redemption Agreement

"I need a Membership Interest Redemption Agreement for our tech startup LLC to buy out a departing founder's 25% interest, with payment to be made in quarterly installments over 18 months starting March 2025, and including standard non-compete provisions for the Silicon Valley region."

Document background
The Membership Interest Redemption Agreement is a crucial document used when an LLC wishes to buy back the ownership interests of a departing member. This agreement, governed by U.S. federal and state laws, is commonly employed during member exits, succession planning, or dispute resolutions. It addresses essential elements including valuation methods, payment structures, tax implications, and necessary regulatory compliance. The document protects both the company's and the departing member's interests while ensuring a smooth transition of ownership.
Suggested Sections

1. Parties: Identifies the LLC and the member(s) whose interests are being redeemed

2. Background/Recitals: States the context, including current ownership and reason for redemption

3. Definitions: Defines key terms used throughout the agreement

4. Redemption Terms: Details of the interests being redeemed, including quantity and class

5. Purchase Price: Specifies the redemption price and valuation method used

6. Payment Terms: Details of how and when payment will be made

7. Closing: Specifics about the closing process and requirements

8. Representations and Warranties: Standard assurances from both parties

9. General Provisions: Standard boilerplate provisions including governing law

Optional Sections

1. Non-Competition: Restrictions on departing member's future activities when protecting company interests from competition

2. Tax Matters: Special tax treatment or allocations when specific tax considerations need to be addressed

3. Earn-out Provisions: Additional future payments based on performance when part of purchase price is contingent on future events

4. Release of Claims: Mutual release of claims between parties when clean break is desired

Suggested Schedules

1. Schedule A - Description of Membership Interests: Detailed description of interests being redeemed

2. Schedule B - Calculation of Purchase Price: Detailed calculation methodology and figures

3. Schedule C - Payment Schedule: If payments are to be made in installments

4. Exhibit A - Resolution Authorizing Redemption: Company authorization for the transaction

5. Exhibit B - Assignment of Membership Interest: Form of assignment document

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

Industries

Federal Securities Laws: Securities Exchange Act of 1934 and related federal regulations, particularly if the membership interests could be classified as securities

Internal Revenue Code: Federal tax provisions governing the tax treatment of membership interest redemptions, including capital gains and distribution considerations

State LLC Acts: State-specific Limited Liability Company Acts that govern the formation, operation, and dissolution of LLCs, including member withdrawal provisions

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities within each state

State Contract Laws: General contract law principles and requirements specific to the governing state

Uniform Commercial Code: Provisions relating to business transactions, particularly Article 8 if membership interests are certificated

Operating Agreement Requirements: Existing company operating agreement provisions regarding member withdrawals, transfers, and redemption procedures

Fiduciary Duties: State law requirements regarding fiduciary duties between members and management during redemption process

Valuation Requirements: State-specific rules and common law regarding fair value determination and valuation methods for membership interests

Corporate Approvals: Required corporate authorizations, consents, and approval procedures for redemption transactions

Transfer Restrictions: Any existing restrictions on transfer or redemption of membership interests in organizational documents

Tax Reporting Requirements: Federal and state tax reporting obligations related to the redemption transaction

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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