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An LLC Membership Purchase Agreement is a document used when a member of an LLC (a limited liability company) wishes to sell their interest, or a portion of their interest, to another party. Most often, LLC Membership Purchase Agreements are used when the member of the LLC is choosing to leave the LLC (or has been forcibly removed) and needs a way to dispose of the interest.
LLC Membership Purchase Agreements can be used for any situation where money is being exchanged for the relinquishment of interest in an LLC.
An LLC Membership Purchase Agreement normally happens well after the LLC has already been operating. To form a limited liability company in most states, any party must begin with Articles of Organization (sometimes called Certificates of Formation or other varying names). These documents will get the LLC formed and in compliance with state laws. LLCs are formed with members, who are the owners of the company. This document can be used if one of those members needs to sell some or all of their interest.
LLC Membership Purchase Agreements are short, relatively easy documents which contain all the information needed to sell interest in an LLC. They contain a place for both the person selling the interest - the seller - and the person receiving the interest - the buyer - to execute the document.
This is different than an LLC Membership Interest Assignment as this is a more complex document. In an LLC Membership Interest Assignment, one party is simply assigning their interest over to another with no additional terms. These two documents can be used in conjunction, but the LLC Membership Purchase Agreement should be used in cases of interest sale, rather than simple assignment.
How to use this document
This document can be used when any party would like to sell their membership interest in an LLC (or when any party would like to buy membership interest in an LLC) and needs a written agreement. This document will likely be kept on file with the LLC, to have a record of the sale.
Here, questions will be asked about the identities of the parties, the amount of interest the seller owns, the amount of interest the seller is selling, the sale price, and details of how that price will be paid. Then, details about the closing - the time when the buyer and seller meet to finalize the sale - will be asked.
This document also has an optional addendum at the end, in case full consent is needed from all the rest of the members of the LLC in order to validate the sale.
Please keep in mind that this form requires both signatures once it is filled out, from the party purchasing the interest and the party selling it.
LLC Membership Purchase Agreements are subject to the laws of individual states. There is no one federal law covering these documents, because each individual state governs the businesses formed within that state.
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