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Free legal form · Membership Interest Purchase

Membership Interest Purchase.

Membership Interest Purchase Agreement for the sale of an LLC member's ownership stake.

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When to use

Right for these situations.

When to use
A member is selling their stake

Buyer needs documentation.

When to use
Third-party buyer being admitted

OA requires admission documentation.

When to use
Existing member buying out another

Pursuant to ROFR.

When to use
Divorce, estate, or buyout occurring

Buy-sell triggers a transfer.

Common mistakes

What to avoid.

Mistake
Skipping ROFR

Transfer may be voidable.

Mistake
No representations

Buyer takes risk.

Mistake
Failing to admit Buyer as Member

Holds economic interest but not member rights.

Mistake
Tax treatment unaddressed

Sale may have specific consequences.

FAQ

Common questions.

Can any member sell their interest?
Per OA. Most OAs restrict.
Tax treatment?
Generally capital gain to seller.
Does buyer become a Member?
Requires admission per OA.
What about ROFR?
Existing members may have right to match.

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