Securities Act of 1933 and 1934: Federal laws governing securities transactions, which may apply if the membership interests are classified as securities. Includes registration requirements and anti-fraud provisions.
Internal Revenue Code: Federal tax legislation governing the tax implications and treatment of membership interest transfers, including capital gains considerations and tax reporting requirements.
Federal Trade Commission Act: Federal legislation concerning antitrust and competition considerations, particularly relevant for larger transactions that may impact market competition.
State Limited Liability Company Acts: State-specific laws governing the formation, operation, and transfer of LLC interests, including requirements for membership interest transfers.
Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities within each state's jurisdiction.
State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation, which form the basic framework for the agreement.
State Commercial Codes: State-specific commercial regulations that may affect business transactions and transfers of ownership interests.
State Business Corporation Acts: State laws governing business entities, which may have implications for membership interest transfers even in LLC contexts.
SEC Regulations: Federal regulatory requirements imposed by the Securities and Exchange Commission, particularly relevant if the transaction involves regulated securities.
FINRA Regulations: Regulatory requirements that apply when broker-dealers are involved in facilitating the membership interest transfer.
UCC Article 8: Uniform Commercial Code provisions governing investment securities, applicable if membership interests are certificated.
Fraudulent Transfer Laws: State laws protecting creditors' rights and preventing transfers made to defraud creditors.
Operating Agreement Provisions: Internal company document provisions that may restrict or regulate the transfer of membership interests.
Buy-Sell Agreements: Existing contractual arrangements between members that may affect or restrict the transfer of membership interests.
