The Membership Interest Agreement serves as the primary document for transferring ownership stakes in an LLC within the United States. This agreement is essential when members wish to sell, transfer, or assign their ownership interests to other parties. The document typically includes detailed terms about the transfer, valuation methods, representations and warranties, and compliance with applicable state and federal laws. It's particularly important to ensure the agreement aligns with the LLC's operating agreement and any existing transfer restrictions.
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1. Parties: Identification of all parties involved in the membership interest transfer
2. Background/Recitals: Context of the agreement and basic information about the LLC and membership interests
3. Definitions: Key terms used throughout the agreement
4. Transfer of Membership Interest: Details of the membership interest being transferred, including percentage and rights
5. Purchase Price and Payment Terms: Consideration for the transfer and payment mechanisms
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Closing Conditions: Requirements that must be met before transfer completion
8. Governing Law: Jurisdiction and applicable law
1. Tag-Along Rights: Rights of other members to join in the transfer - include when protecting minority members' interests
2. Drag-Along Rights: Rights to force other members to join in the transfer - include when majority members need flexibility for future sale
3. Right of First Refusal: Existing members' rights to purchase before external transfer - include when controlling membership composition is important
4. Tax Matters: Special tax considerations and allocations - include when transfer has significant tax implications
1. Schedule A - Membership Interest Details: Detailed description of the membership interest being transferred
2. Schedule B - Purchase Price Calculation: Methodology for calculating the purchase price
3. Appendix 1 - Operating Agreement: Copy of the LLC's current operating agreement
4. Appendix 2 - Required Consents: List of required approvals and consents for the transfer
5. Appendix 3 - Transfer Restrictions: Existing transfer restrictions from operating agreement or other documents
Relevant legal definitions
Agreement
Business Day
Closing
Closing Date
Company
Effective Date
Encumbrance
Governing Documents
LLC
Losses
Material Adverse Effect
Member
Membership Interest
Operating Agreement
Party/Parties
Percentage Interest
Purchase Price
Representatives
Securities Act
Tax/Taxes
Transaction Documents
Transfer
Transferee
Transferor
Units
Voting Rights
Capital Account
Distribution Rights
Permitted Transferee
Transfer Restrictions
Business Day
Closing
Closing Date
Company
Effective Date
Encumbrance
Governing Documents
LLC
Losses
Material Adverse Effect
Member
Membership Interest
Operating Agreement
Party/Parties
Percentage Interest
Purchase Price
Representatives
Securities Act
Tax/Taxes
Transaction Documents
Transfer
Transferee
Transferor
Units
Voting Rights
Capital Account
Distribution Rights
Permitted Transferee
Transfer Restrictions
Clauses
Transfer of Interest
Purchase Price
Payment Terms
Representations and Warranties
Conditions Precedent
Closing Conditions
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Consent Requirements
Membership Rights
Voting Rights
Distribution Rights
Capital Contributions
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurances
Survival
Force Majeure
Purchase Price
Payment Terms
Representations and Warranties
Conditions Precedent
Closing Conditions
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Consent Requirements
Membership Rights
Voting Rights
Distribution Rights
Capital Contributions
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurances
Survival
Force Majeure
Relevant Industries
Relevant Teams
Relevant Roles
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