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Member Interest Purchase Agreement Generator for the USA

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Key Requirements PROMPT example:

Member Interest Purchase Agreement

"I need a Member Interest Purchase Agreement for selling my 25% stake in a technology consulting LLC to a strategic buyer, with specific provisions for earnout payments based on 2025 performance targets and ongoing technical consulting arrangements."

Document background
The Member Interest Purchase Agreement serves as the primary transaction document when transferring ownership stakes in an LLC. It is commonly used in the United States when members wish to exit their position or new investors want to acquire an interest in an existing LLC. The agreement encompasses crucial elements such as purchase price, payment terms, representations about the LLC's condition, and various closing conditions. It must comply with applicable state LLC laws and may need to address federal securities regulations if the transaction meets certain thresholds.
Suggested Sections

1. Parties: Identifies the seller, buyer, 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 membership interests

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including interest being sold and purchase price

5. Closing: Details about when and how the transaction will close

6. Representations and Warranties of Seller: Seller's statements about the membership interest and company

7. Representations and Warranties of Buyer: Buyer's statements about their ability to purchase and comply with requirements

8. Covenants: Ongoing obligations of the parties

Optional Sections

1. Parties: Identifies the seller, buyer, 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 membership interests

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including interest being sold and purchase price

5. Closing: Details about when and how the transaction will close

6. Representations and Warranties of Seller: Seller's statements about the membership interest and company

7. Representations and Warranties of Buyer: Buyer's statements about their ability to purchase and comply with requirements

8. Covenants: Ongoing obligations of the parties

Suggested Schedules

1. Disclosure Schedules: Detailed disclosures relating to representations and warranties

2. Operating Agreement: Current LLC operating agreement

3. Financial Statements: Recent financial statements of the LLC

4. Member Consent: Written consent of other members if required

5. Assignment Document: Form of assignment of membership interest

6. Required Consents: Third-party consents required for transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Acts: Federal Securities Act of 1933 and Securities Exchange Act of 1934 - Required if membership interests could be classified as securities, governing registration, disclosure, and anti-fraud provisions

Internal Revenue Code: Federal tax regulations governing the tax implications of membership interest transfers, including capital gains, basis calculations, and potential tax liability

Hart-Scott-Rodino Act: Federal antitrust legislation requiring review of larger transactions that meet certain size thresholds to prevent anti-competitive mergers

State LLC Acts: State-specific laws governing the formation, operation, and transfer of LLC interests, including member rights and obligations

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state's jurisdiction

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Corporate Laws: State-specific laws governing business entities, including corporate governance and fiduciary duties

Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, including sale and transfer of interests

Operating Agreement Compliance: Requirements and restrictions specified in the company's operating agreement regarding transfer of membership interests

Third-Party Agreements: Existing loan agreements, contracts, or other obligations that may require consent or notice for transfer of membership interests

Employment Laws: Federal and state employment laws that may be relevant if the seller is also an employee of the company

Industry Regulations: Specific regulatory requirements, licenses, and permits applicable to the company's industry that may affect the transfer

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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