The LLC Buyout Agreement is a critical document used when one or more members of a Limited Liability Company seek to sell their ownership interests to other members or third parties. This agreement is essential in the United States business landscape where LLCs are a prevalent business structure. It becomes necessary in various scenarios, including retirement of members, strategic exits, dispute resolutions, or business restructuring. The document must comply with both federal and state-specific regulations, particularly state LLC laws, federal tax codes, and potentially securities regulations. It typically includes detailed provisions for valuation, payment terms, representations and warranties, tax allocations, and post-closing obligations. The agreement's complexity often requires careful consideration of state-specific requirements, tax implications, and the LLC's operating agreement provisions.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the selling member(s), purchasing member(s), and the LLC
2. Background: Context of the transaction, current ownership structure, and reason for the buyout
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Interest: Core transaction terms including the membership interest being sold
5. Purchase Price: Agreed value and payment terms for the membership interest
6. Closing: Timing, location, and mechanics of the transaction closing
7. Representations and Warranties of Seller: Seller's assertions about ownership, authority, and status of the interest being sold
8. Representations and Warranties of Buyer: Buyer's assertions about authority and capability to complete the purchase
9. Covenants: Actions parties must take or refrain from before and after closing
10. Conditions to Closing: Requirements that must be met before the transaction can close
11. Tax Matters: Treatment of tax liabilities and obligations related to the transfer
12. Release: Mutual release of claims between parties post-closing
13. Confidentiality: Obligations regarding non-disclosure of sensitive information
14. Indemnification: Obligations to protect each party from certain losses or claims
15. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Earnout Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Compete Provisions: Used when the seller needs to be restricted from competing post-sale
3. Transition Services: Used when the seller will provide operational support post-closing
4. Employee Matters: Used when the buyout affects employment relationships or agreements
5. Intellectual Property Rights: Used when IP ownership or licensing needs to be addressed
6. Bank Accounts and Banking Matters: Used when banking relationships need to be transferred or modified
7. Real Estate Matters: Used when the LLC owns or leases real property that needs special attention
8. Environmental Matters: Used when environmental liabilities or compliance issues exist
1. Schedule A - Membership Interest Description: Detailed description of the membership interest being transferred
2. Schedule B - Purchase Price Calculation: Detailed breakdown of how the purchase price was determined
3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing
4. Schedule D - Existing Liabilities: List of known liabilities affecting the membership interest
5. Schedule E - Required Consents: List of third-party consents needed for the transfer
6. Appendix 1 - Form of Release: Form of mutual release to be executed at closing
7. Appendix 2 - Transfer Instruments: Forms of documents needed to effect the transfer
8. Appendix 3 - Amended Operating Agreement: Revised LLC operating agreement reflecting new ownership structure
Find the exact document you need
Business Buy Out Agreement
A U.S.-governed agreement that establishes terms for the purchase and sale of a business or business interests.
Download
Buyout Agreement For House
A U.S.-governed legal agreement facilitating the transfer of property ownership between co-owners through a buyout process, conforming to federal and state property laws.
Download
Real Estate Buy Out Agreement
A U.S.-governed agreement facilitating the purchase and transfer of real property interests between parties.
Download
Llc Buyout Agreement
A U.S.-governed agreement facilitating the purchase and sale of LLC membership interests, outlining terms, conditions, and obligations of the buyout transaction.
Download
Partner Buyout Agreement
A U.S.-governed legal agreement that documents the terms and conditions for one partner's exit from a business through the sale of their ownership interest to remaining partners.
Download
Business Buyout Agreement
A U.S.-governed agreement outlining terms and conditions for the purchase and sale of a business, including purchase price, transferred assets/shares, and post-closing obligations.
Download
Co Founder Exit Agreement
A U.S.-governed agreement that formalizes a co-founder's exit from a company, including equity transfers, obligations, and separation terms.
Download
Equity Buyout Agreement
A U.S.-governed agreement documenting the purchase and sale of equity interests in a business entity, including terms, conditions, and obligations of all parties.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it