Sale Of LLC Membership Interest Agreement Template for United States

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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 software development LLC to a strategic investor, with payment to be made in three installments and including a 2-year non-compete clause."

Document background
The Sale of LLC Membership Interest Agreement is a crucial document used when a member of an LLC wishes to sell their ownership stake to another party. This agreement, subject to U.S. federal and state laws, ensures proper documentation of the transaction and protects both parties' interests. It includes essential details such as purchase price, payment terms, representations and warranties, and transfer conditions. The agreement must comply with both the LLC's operating agreement and applicable state LLC statutes, and may require consent from other members. It's particularly important for maintaining clear ownership records and preventing future disputes.
Suggested Sections

1. Parties: Identifies the seller and buyer of the LLC membership interest

2. Background/Recitals: States the context and purpose of the agreement, including details about the LLC

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Interest: Details the membership interest being sold and purchase price

5. Purchase Price and Payment Terms: Specifies amount, payment method, and timing

6. Representations and Warranties of Seller: Seller's statements about ownership, authority, and LLC status

7. Representations and Warranties of Buyer: Buyer's statements about authority and capability to purchase

8. Closing: Details about when and how the transaction will be completed

9. Governing Law: Specifies which state's laws govern the agreement

Optional Sections

1. Due Diligence: Buyer's right to examine LLC records and review company documents before closing

2. Non-Compete: Restrictions on seller's future business activities to protect the LLC's interests

3. Earn-Out Provisions: Terms for additional payments based on future performance metrics of the LLC

4. Tag-Along Rights: Provisions allowing other members to join in the sale under similar terms

Suggested Schedules

1. Schedule A - Description of Membership Interest: Detailed description of the membership interest being transferred

2. Schedule B - Purchase Price Calculation: Breakdown of how the purchase price was determined

3. Schedule C - Company Information: Key details about the LLC including financial statements and corporate documents

4. Exhibit A - Operating Agreement: Copy of LLC's current operating agreement

5. Exhibit B - Required Consents: Documentation of any third-party consents needed for the transfer

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

Internal Revenue Code: Federal tax regulations governing partnership taxation and transfer of interests, critical for structuring the sale and understanding tax implications for both parties

Securities Exchange Act: Federal law that may apply if the LLC membership interest being sold could be classified as a security

State LLC Act: State-specific legislation governing the formation, operation, and transfer of LLC interests within that jurisdiction

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

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Commercial Codes: State-specific regulations governing commercial transactions and business dealings

Operating Agreement Compliance: Requirements and restrictions specified in the LLC's operating agreement regarding member interest transfers

Secretary of State Filing Requirements: State-specific documentation and filing requirements for transferring LLC membership interests

Member Consent Requirements: Legal requirements for obtaining necessary approvals from other LLC members for the transfer

Right of First Refusal Provisions: Legal considerations regarding any existing rights of first refusal held by other members or the LLC itself

Tax Treatment Regulations: Rules governing the tax treatment of the sale, including capital gains considerations and basis adjustments

Investment Company Act: Federal law that may apply if the LLC's activities fall under investment company regulations

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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