Internal Revenue Code (IRC): Federal tax regulations governing the tax implications of membership interest transfer, including potential capital gains, income tax considerations, and tax classification changes
Securities Acts (1933 & 1934): Federal securities laws that may apply if the LLC membership interest qualifies as a security, governing registration requirements and anti-fraud provisions
State LLC Act: State-specific legislation governing LLC operations, including provisions for membership interest transfers, member rights, and operational requirements
Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities, including potential registration requirements for LLC membership interests
State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation that will apply to the purchase agreement
Operating Agreement Compliance: Existing LLC Operating Agreement provisions regarding transfer restrictions, rights of first refusal, and member consent requirements
Uniform Limited Liability Company Act: Model legislation adopted by some states that provides standard rules for LLC governance and transfers of membership interests
Uniform Commercial Code (UCC): Standardized business laws governing commercial transactions, including provisions relevant to the transfer of business interests
Due Diligence Requirements: Legal obligations for proper investigation and disclosure of company information, financial status, and potential liabilities
FTC Regulations: Federal Trade Commission rules that may apply to the transaction, particularly regarding fair business practices and antitrust considerations
