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Assignment Of Membership Interest Agreement
"I need an Assignment of Membership Interest Agreement for transferring my 25% membership interest in a Philippine technology startup to a new investor, with completion scheduled for March 15, 2025, including standard non-compete and confidentiality provisions."
1. Parties: Identifies the Assignor (current member), Assignee (new member), and the Company whose membership interest is being transferred
2. Background: Explains the context of the transfer, including details of the existing membership interest and the Company's structure
3. Definitions: Defines key terms used throughout the agreement
4. Assignment and Consideration: Details the specific membership interest being transferred and the payment or consideration for the transfer
5. Effective Date: Specifies when the transfer becomes effective
6. Representations and Warranties of Assignor: Assignor's declarations regarding ownership, authority to transfer, and absence of encumbrances
7. Representations and Warranties of Assignee: Assignee's declarations regarding legal capacity and compliance with company requirements
8. Company Consent: Acknowledgment and consent of the Company to the transfer, as required under Philippine law
9. Tax Matters: Addresses responsibility for transfer taxes and documentary stamp tax requirements
10. Governing Law: Specifies Philippine law as governing law and jurisdiction
11. Execution: Signature blocks for all parties and notarization requirements
1. Right of First Refusal Waiver: Required if other members have waived their right of first refusal on the membership interest
2. Spousal Consent: Required if the assignor is married, due to Philippine conjugal property laws
3. Securities Law Compliance: Required if the transfer involves a significant membership interest that may trigger SEC requirements
4. Non-Competition: Optional restrictions on the Assignor's future business activities
5. Confidentiality: Provisions regarding company information known to the Assignor
6. Further Assurances: Commitment to execute additional documents if needed for the transfer
7. Anti-Money Laundering Compliance: Required for high-value transfers to comply with AMLA requirements
1. Schedule A - Description of Membership Interest: Detailed description of the membership interest being transferred, including percentage ownership and any special rights
2. Schedule B - Calculation of Consideration: Breakdown of the purchase price and payment terms
3. Schedule C - Company Information: Key details about the Company, including registration numbers and business address
4. Appendix 1 - Board Resolution: Company's board resolution approving the transfer
5. Appendix 2 - Members' Resolution: If required, resolution of other members approving the transfer
6. Appendix 3 - Transfer Documents: Required SEC forms and tax documentation for the transfer
Authors
Assignor
Assignee
Company
Membership Interest
Assignment Date
Effective Date
Business Day
Board of Directors
Articles of Incorporation
By-laws
Consideration
Closing
Closing Date
Encumbrance
Governmental Authority
SEC
BIR
Laws
Material Adverse Effect
Operating Agreement
Party/Parties
Philippine Peso
Representatives
Rights
Securities
Transfer
Transaction Documents
Working Day
Members' Resolution
Board Resolution
Documentary Stamp Tax
Capital Gains Tax
Corporate Records
Confidential Information
Notarial Certificate
Required Consents
Company Secretary
Voting Rights
Distribution Rights
Assignment
Consideration
Completion
Representations and Warranties
Tax Compliance
Corporate Approvals
Transfer Restrictions
Right of First Refusal
Regulatory Compliance
Confidentiality
Non-Competition
Further Assurance
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Assignment and Transfer
Waiver
Force Majeure
Costs and Expenses
Indemnification
Third Party Rights
Counterparts
Succession
Anti-Money Laundering
Data Privacy
Securities Law Compliance
Legal Services
Financial Services
Professional Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Construction
Energy
Transportation
Hospitality
Agriculture
Mining
Telecommunications
Legal
Corporate Secretarial
Finance
Compliance
Tax
Corporate Governance
Executive Leadership
Business Development
Investment
Risk Management
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Finance Director
Company Director
Managing Partner
Compliance Officer
Tax Manager
Investment Manager
Corporate Governance Officer
Business Owner
Managing Director
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