Unit Transfer Agreement Template for United States

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Key Requirements PROMPT example:

Unit Transfer Agreement

"I need a Unit Transfer Agreement to transfer 25% of my LLC units to a new investor as part of a Series A funding round, with closing expected by March 2025 and including tag-along rights for existing investors."

Document background
The Unit Transfer Agreement serves as the primary document for transferring ownership interests in LLCs and similar entities within the United States. This agreement is essential when members wish to sell, gift, or otherwise transfer their units to other parties. The document includes crucial details such as the number and class of units being transferred, purchase price, representations about ownership and authority, and compliance with securities laws. It's particularly important for ensuring the transfer adheres to the company's operating agreement, applicable state LLC laws, and federal securities regulations. The Unit Transfer Agreement also typically addresses tax implications and any required approvals from other unit holders or the company itself.
Suggested Sections

1. Parties: Identification of transferor and transferee with full legal details

2. Background: Context of the transfer and description of the units being transferred

3. Definitions: Key terms used throughout the agreement

4. Transfer Details: Specific details of units being transferred, including quantity and class

5. Consideration: Purchase price or other consideration for the transfer

6. Representations and Warranties: Standard representations from both parties

7. Closing Conditions: Conditions that must be met to complete the transfer

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Tag-Along Rights: Rights of other unit holders to join the transfer - include when existing agreements have tag-along provisions

2. Drag-Along Rights: Rights to force other unit holders to join the transfer - include when existing agreements have drag-along provisions

3. Tax Matters: Specific tax treatment and obligations - include when transfer has significant tax implications

Suggested Schedules

1. Schedule A - Unit Details: Detailed description of units being transferred including certificate numbers

2. Schedule B - Operating Agreement: Copy of current operating agreement

3. Appendix 1 - Transfer Restrictions: Any existing transfer restrictions from operating agreement or other documents

4. Appendix 2 - Required Consents: List of required consents and approvals 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

Securities Act of 1933: Federal law requiring registration of securities offerings and mandating disclosure requirements for public offerings

Securities Exchange Act of 1934: Federal law governing secondary market trading of securities and establishing the SEC

Investment Company Act of 1940: Federal law regulating investment companies and their offerings

Internal Revenue Code: Federal tax regulations affecting unit transfers, including capital gains and other tax implications

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

State LLC Acts: State-specific laws governing the formation and operation of Limited Liability Companies

State Partnership Laws: State-specific laws governing the formation and operation of partnerships

State Corporation Laws: State-specific laws governing the formation and operation of corporations

SEC Regulations: Federal regulatory requirements for securities transactions and transfers

FINRA Regulations: Rules governing broker-dealers and registered securities transactions

UCC Article 8: Uniform Commercial Code provisions governing investment securities and their transfer

Operating Agreement Compliance: Requirements and restrictions specified in the entity's operating agreement regarding unit transfers

Right of First Refusal Provisions: Existing contractual rights that may affect the ability to transfer units to third parties

Buy-Sell Agreements: Existing agreements governing the purchase and sale of ownership interests

Company Bylaws: Internal rules and regulations of the company that may affect unit transfers

Transfer Tax Requirements: State and local tax obligations triggered by the transfer of ownership units

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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