Federal Tax Legislation: Internal Revenue Code - Governs tax implications of membership interest transfers, including potential tax liability and reporting requirements
Federal Securities Laws: Securities Exchange Act and Securities Act of 1933 - May apply if the membership interest transfer could be considered a securities transaction
State LLC Act: State-specific Limited Liability Company Act that governs the formation, operation, and transfer of LLC interests in the relevant jurisdiction
State Securities Laws: State-level 'Blue Sky Laws' that regulate securities transactions within the state
State Contract Laws: General contract law principles that govern the formation and enforcement of the transfer agreement
Operating Agreement: The LLC's Operating Agreement provisions regarding transfer restrictions, rights of first refusal, and required member approvals
Transfer Restrictions: Any existing restrictions on transfer, including required consents, rights of first refusal, or buy-sell provisions
Fiduciary Duties: Legal obligations and responsibilities of members during the transfer process
SEC Regulations: Federal securities regulations that may apply to the transfer, particularly for larger transactions
Corporate Approvals: Required documentation and approvals from LLC members or managers for the transfer
State Filing Requirements: Any necessary filings or registrations with state agencies to document the transfer
Tax Documentation: Required tax forms and documentation for reporting the transfer to federal and state tax authorities
