The Membership Interest Purchase Agreement (MIPA) is essential when transferring ownership in an LLC. It serves as the primary transaction document that outlines all aspects of the purchase and sale, including price, payment terms, representations about the business, and protections for both parties. This agreement is commonly used in the United States for both partial and complete LLC ownership transfers, requiring compliance with state LLC laws, federal and state securities regulations, and potentially industry-specific requirements. The MIPA helps ensure a clear understanding between parties and provides legal protection for both buyers and sellers throughout the transaction process.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc
1. Parties: Identifies the seller(s), buyer(s), and the LLC whose interests are being transferred
2. Background/Recitals: Sets forth the context of the transaction and basic facts about the LLC and ownership interests
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Interests: Details the membership interests being sold and purchase price
5. Purchase Price and Payment Terms: Specifies amount, payment method, and timing
6. Closing: Details the closing date, deliverables, and mechanics
7. Representations and Warranties of Seller: Seller's statements about the LLC and membership interests
8. Representations and Warranties of Buyer: Buyer's statements about their ability to complete the transaction
9. Covenants: Ongoing obligations of the parties
10. Indemnification: Terms for compensating parties for losses or damages
11. Miscellaneous: Standard contract provisions including governing law, notices, etc.
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Addresses treatment of employees post-closing
3. Non-Competition: Restricts seller's ability to compete
4. Escrow Provisions: Details escrow arrangements for held purchase price amounts
1. Disclosure Schedules: Detailed disclosures relating to representations and warranties
2. Member Consent: Written consent of LLC members approving the transfer
3. Certificate of LLC Interests: If interests are certificated, copy of certificates
4. Financial Statements: Recent financial statements of the LLC
5. Material Contracts: List and copies of important LLC contracts
6. Required Consents: Third-party consents needed for transfer
7. Form of Assignment: Form document transferring membership interests
Relevant legal definitions
Agreement
Applicable Law
Business Day
Closing
Closing Date
Company
LLC
Confidential Information
Disclosure Schedules
Effective Date
Encumbrance
GAAP
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property
Knowledge
Liability
Liabilities
Lien
Loss
Losses
Material Adverse Effect
Membership Interest
Interests
Operating Agreement
Organizational Documents
Party
Parties
Person
Purchase Price
Purchased Interest
Representatives
Seller's Knowledge
Tax
Taxes
Tax Returns
Third Party
Transaction Documents
Transfer
Treasury Regulations
Applicable Law
Business Day
Closing
Closing Date
Company
LLC
Confidential Information
Disclosure Schedules
Effective Date
Encumbrance
GAAP
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property
Knowledge
Liability
Liabilities
Lien
Loss
Losses
Material Adverse Effect
Membership Interest
Interests
Operating Agreement
Organizational Documents
Party
Parties
Person
Purchase Price
Purchased Interest
Representatives
Seller's Knowledge
Tax
Taxes
Tax Returns
Third Party
Transaction Documents
Transfer
Treasury Regulations
Clauses
Purchase and Sale
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Assignment
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurances
Expenses
Survival
Third Party Rights
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Assignment
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurances
Expenses
Survival
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
Find the exact document you need
Dog Purchase Agreement
A legally binding contract for dog sales in the United States, outlining purchase terms and conditions while ensuring compliance with state and federal regulations.
find out more
Equine Sale Contract
A U.S.-governed contract documenting the sale and transfer of ownership of a horse, including terms, conditions, and required documentation.
find out more
Used Car Buy Sell Agreement
A legal document used in the United States that establishes terms for the sale and purchase of a used vehicle.
find out more
Purchase With Reservation Agreement
A U.S. legal agreement allowing possession of goods by the buyer while the seller retains title until full payment is received.
find out more
Car Probate Purchase Agreement
A U.S. legal document facilitating the sale of a vehicle from a deceased person's estate to a buyer, combining probate and vehicle transfer requirements.
find out more
Marine Purchase Agreement
A U.S.-compliant legal agreement for the sale and purchase of marine vessels, governed by federal maritime laws and state regulations.
find out more
Purchase Agreement Auto
A U.S.-governed agreement documenting the sale and purchase of an automobile, including vehicle details, price, warranties, and transfer terms.
find out more
State Price Agreement
A U.S. government contract establishing fixed pricing and terms between a state agency and vendor for goods or services, allowing multiple state entities to purchase under the agreement.
find out more
Coal Purchase Agreement
A U.S.-governed agreement establishing terms for coal sale and purchase, including quality specifications, delivery, and pricing.
find out more
Agreement To Sell House
A U.S. legal contract establishing terms and conditions for residential property sale between buyer and seller.
find out more
Commercial Real Estate Contract Form
A U.S.-compliant contract form for commercial real estate transactions, outlining terms of sale and purchase conditions.
find out more
Aircraft Purchase Agreement Fillable
A U.S.-governed agreement facilitating the sale and transfer of aircraft ownership, compliant with FAA regulations and state laws.
find out more
Real Estate Buyers Agreement
A U.S. legal agreement defining terms and conditions for property purchase between buyer and seller.
find out more
Buyers Agreement Car
A legally binding agreement under U.S. law that documents the terms and conditions of a vehicle purchase between buyer and seller.
find out more
Software Source Code Purchase Agreement
A U.S.-governed agreement for the purchase and transfer of software source code ownership, including all associated intellectual property rights.
find out more
Option Purchase Contract Car
A U.S.-governed contract granting the right to purchase a specified vehicle at predetermined terms within a set timeframe.
find out more
Letter Of Offer To Purchase
A formal document used in US real estate transactions expressing a buyer's intention to purchase property under specified terms and conditions.
find out more
Lease To Buy Land
A U.S. legal agreement combining land lease terms with a future purchase option, governed by state and federal real estate laws.
find out more
Land Purchase Advance Agreement
A U.S. legal document establishing terms for advance payment in a land purchase transaction.
find out more
Boat Slip Purchase Agreement
A U.S.-governed agreement for the purchase and sale of a boat slip, including transfer of ownership rights and usage terms.
find out more
Gas Station Purchase Agreement
A U.S. legal agreement governing the sale and purchase of gas station properties, including environmental compliance and operational requirements.
find out more
Mobile Home Park Purchase Agreement
A U.S. legal agreement governing the purchase and sale of mobile home park properties, including terms, conditions, and regulatory compliance requirements.
find out more
Real Estate Sales Agreement Form
A standardized U.S. legal document outlining terms and conditions for the sale of real estate property between buyer and seller.
find out more
Semi Truck Purchase Agreement Form
A U.S.-compliant legal agreement for the sale and purchase of commercial semi trucks, meeting federal and state regulations.
find out more
Horse Lease Agreement With Option To Purchase
A U.S.-governed agreement establishing terms for horse leasing with a future purchase option, including care responsibilities and liability provisions.
find out more
Truck Purchase Agreement
A legally binding agreement used in the United States for the sale and purchase of a truck, complying with federal and state regulations.
find out more
Intent To Buy Contract
A U.S. legal document expressing serious intent to purchase an asset or property, outlining basic terms while allowing for due diligence and negotiation.
find out more
Residential Purchase And Sale Agreement
A legally binding contract used in the US for residential property sales, detailing terms and conditions of the real estate transfer.
find out more
Property NDA
A U.S.-governed confidentiality agreement protecting sensitive information in property-related transactions and developments.
find out more
Contract For Selling A House Privately
A U.S. legal agreement for direct property sales between private parties without real estate agent involvement.
find out more
Wholesale Product Purchase Agreement
A U.S.-governed agreement establishing terms for bulk product purchases between suppliers and wholesale buyers.
find out more
Personal Goodwill Purchase Agreement
A U.S. legal agreement governing the sale of an individual's personal goodwill, including relationships and reputation, separate from corporate assets.
find out more
Owner To Owner Home Sale Contract
A U.S. legal contract between private owners for the direct sale and purchase of residential property.
find out more
Final Purchase Agreement
A U.S.-governed definitive agreement that finalizes the terms and conditions of a purchase transaction between parties.
find out more
As Is Real Estate Contract Form
A U.S. legal document for real estate transactions where the property is sold in its current condition without seller warranties or repairs.
find out more
House Offer Contract
A legally binding document used in U.S. residential real estate transactions to formalize an offer to purchase property.
find out more
Domain Purchase Agreement
A U.S.-governed legal agreement for the purchase and transfer of domain name ownership rights.
find out more
Contract Between Supplier And Buyer
A U.S.-governed agreement establishing terms between supplier and buyer for goods/services provision under UCC regulations.
find out more
Tractor Purchase Agreement
A U.S.-governed legal agreement documenting the sale and purchase of a tractor, including specifications, price, terms, and warranties.
find out more
Residential Resale Real Estate Purchase Contract
A standardized U.S. contract for the purchase and sale of existing residential property, compliant with federal and state real estate laws.
find out more
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
.png)
.png)