The Membership Interest Transfer Agreement serves as the primary document for transferring ownership stakes in an LLC under U.S. law. This agreement is essential when members wish to sell their interests, bring in new investors, or restructure ownership. It addresses crucial elements such as valuation, payment terms, representations and warranties, and compliance with state LLC laws and federal securities regulations. The agreement should align with the LLC's operating agreement and any existing transfer restrictions. It's particularly important to ensure proper documentation of the transfer to maintain clear ownership records and prevent future disputes.
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1. Parties: Identifies the transferor, transferee, and the LLC whose interests are being transferred
2. Background/Recitals: Sets forth the context of the transfer and basic facts about the LLC and membership interests
3. Definitions: Defines key terms used throughout the agreement
4. Transfer of Membership Interest: Details the specific interests being transferred and consideration
5. Purchase Price and Payment Terms: Specifies the amount and method of payment
6. Representations and Warranties of Transferor: Statements of fact and guarantees by the selling party
7. Representations and Warranties of Transferee: Statements of fact and guarantees by the buying party
8. Closing: Details of when and how the transfer will be completed
9. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Tax Matters: Provisions addressing tax treatment of the transfer and related obligations
2. Indemnification: Provisions for compensation for potential losses or breaches of representations and warranties
3. Non-Competition: Restrictions on transferor's future business activities to protect the LLC's interests
4. Third Party Consents: Requirements and processes for obtaining necessary approvals for the transfer
1. Schedule A - Description of Membership Interests: Detailed description of the interests being transferred
2. Schedule B - Purchase Price Calculation: Breakdown of how the purchase price was determined
3. Schedule C - Required Consents: List of required third-party approvals
4. Exhibit A - Form of Assignment: Legal document effecting the transfer
5. Exhibit B - Operating Agreement: Current operating agreement of the LLC
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