Securities Act of 1933: Federal law that regulates the offer and sale of securities, requiring registration unless an exemption applies. Must be considered if the LLC share sale qualifies as a securities transaction.
Securities Exchange Act of 1934: Federal law governing secondary trading of securities, establishing reporting requirements and anti-fraud provisions that may apply to the share sale.
Internal Revenue Code: Federal tax regulations that determine the tax implications and treatment of the share sale transaction for both buyer and seller.
State LLC Acts: State-specific laws governing the formation, operation, and ownership transfer of Limited Liability Companies within that jurisdiction.
Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities.
State Contract Laws: State-specific laws governing the formation, interpretation, and enforcement of contracts, including sales agreements.
State Business Corporation Acts: State laws governing corporate entities, which may have provisions affecting LLC ownership transfers and documentation requirements.
SEC Regulations: Federal regulatory requirements governing securities transactions, including disclosure requirements and registration exemptions.
Operating Agreement: The LLC's internal governing document that may contain specific provisions regarding share transfers, voting rights, and approval requirements.
Articles of Organization: The foundational document filed with the state to create the LLC, which may contain restrictions or requirements regarding ownership transfers.
