[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-llc-member-withrawal-agreement-D13273":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"LLC MEMBER WITHDRAWAL AGREEMENT This LLC Member Withdrawal Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE LLC], (the \"Company\"), an LLC organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE WITHDRAWING MEMBER], (the \"Withdrawing Member\") an individual OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and the Withdrawing Member shall be referred to as the \"Parties.\" WHEREAS, the Withdrawing Member has elected to withdraw from the Company in accordance with the terms of this Agreement; WHEREAS, the Company and the Withdrawing Member now desire to enter into this Agreement for the consent, ratification and agreement of the Remaining Members and to provide for (i) the full and complete redemption of the Withdrawing Member's Interest in the Company, and (ii) such other matters as are agreed to by the Company and the Withdrawing Member; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: WITHDRAWAL OF INTEREST Pursuant to the terms and conditions set forth in this Agreement, the Withdrawing Member hereby irrevocably and unconditionally withdraws as a member of the Company and the Company hereby redeems the Withdrawing Member's entire Interest in the Company, provided the foregoing shall not limit or modify the rights of the Withdrawing Member. For purposes of this Agreement, the Withdrawing Member's Interest includes, without limitation, all of the Withdrawing Member's right, title and Interest in and to and claims against the Company including, without limitation, any claims released under this Agreement, any management, voting or other rights under any organizational and operational agreement (whether arising in connection with the Executive Committee, as a member, or otherwise), any right to return of the Withdrawing Member's capital and any yield or return thereon, rights to distributions or allocations of income, profits, credits, losses or deductions, and claims for payment of any fees, debts (including, without limitation, any right to treat the Withdrawing Member's unreturned Capital Contribution as or receive payment of Subordinated Debt) or reimbursement or payment of any other amounts together with any interest thereon owing now or in the future by the Company to the Withdrawing Member and any right, title or Interest in or to purchase or acquire any property of the Company. On the Effective Date, the following actions shall occur concurrently: (a) the Company will redeem in full the Withdrawing Member's Interest, and (b) the Withdrawing Member will irrevocably and unconditionally withdraw from the Company (collectively, the \"Transaction\"). CONSIDERATION Adequacy of Consideration. The Withdrawing Member acknowledges that the release from the Company and the indemnity from the Company under this Agreement for the benefit of the Withdrawing Member constitute fair, adequate and sufficient consideration under this Agreement for the Transaction. Non-Responsibility of the Remaining Members and the Company. For the avoidance of any doubt, in no event shall (A) any Remaining Member or the Company be required to make any payment to the Withdrawing Member in consideration for the Withdrawing Member withdrawing as a member of the Company, any Remaining Member be responsible for the breach of any obligation of any other Remaining Member under this Agreement, or related to the Transaction or otherwise, or the Company be responsible for the breach of any obligation of a Remaining Member under this Agreement and the Withdrawing Member related to the Transaction or otherwise; and the Transaction shall remain in full force and effect and shall not be subject to rescission, set aside, or any similar claim or remedy by the Withdrawing Member, all of which rights and remedies are hereby irrevocably and unconditionally waived by the Withdrawing Member and shall be considered as having been released pursuant to the Withdrawing Member's Release. Survival of Indemnification Provisions. The provisions related to indemnification contained in this Agreement shall survive the termination of this Agreement. REPRESENTATIONS AND WARRANTIES OF THE WITHDRAWING MEMBER The Withdrawing Member is a limited liability company, duly organized and validly existing under the laws of the [STATE/PROVINCE], with all requisite power to carry on its business as presently owned or conducted and to take any action contemplated by it pursuant to this Agreement. The Withdrawing Member has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Withdrawing Member, no further consent or approval is required, and this Agreement constitutes the legal, valid and binding obligation of the Withdrawing Member, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditor's rights generally or by general equity principles. The execution, delivery and performance of this Agreement does not, and the performance of this Agreement will not: (1) violate or result in a default under the organizational documents of the Withdrawing Member; or (2) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Withdrawing Member. The execution, delivery and performance of this Agreement, the Transaction and any other transactions contemplated hereby do not conflict, and are not inconsistent, with and will not result (with or without the giving of notice or passage of time or both) in a breach of or creation of any lien, charge or encumbrance upon any of the Withdrawing Member's Interest pursuant to the terms of any agreement, to which the Withdrawing Member is a Party or by which the Withdrawing Member may be bound or to which it may be subject. The Withdrawing Member owns its Interest free and clear of all liens and encumbrances or other restrictions of any kind whatsoever of any Person, whether claiming through the Withdrawing Member. The Withdrawing Member's Interest constitutes the entire right, title and interest in and claims against the Company owned by the Withdrawing Member or any affiliates of the Withdrawing Member. Excepting the Withdrawing Member Unreleased Claims, from and after the Effective Date, the Withdrawing Member shall not have any right, title or interest in or to or claim against the Company, including, without limitation, any right, title or interest in or to or against any cash flow or any other distributions, capital, profits and losses, management, voting or other rights under any organizational and operational agreements, or any rights to any receivables (including, without limitation, any right to the Withdrawing Member's unreturned Capital Contribution and/or any right to treat the Withdrawing Member's unreturned Capital Contribution as or receive payment of Subordinated Debt) relating to the Company. The Withdrawing Member hereby represents and warrants that it is the owner of the Withdrawing Member Claims and that it has not previously assigned or transferred any of the Withdrawing Member Claims.",null,"LLC Member Withrawal Agreement","8",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/llc-member-withrawal-agreement-D13273.png","https://templates.business-in-a-box.com/imgs/250px/13273.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13273.xml",{"title":15,"description":6},"llc member withrawal agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Incorporation Agreements","/templates/incorporation-agreement/","LLC Member Withrawal Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13273.png","https://templates.business-in-a-box.com/imgs/600px/13273.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":18,"url":19},{"label":34,"url":35},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,116,131,146,164],{"label":38,"url":39,"thumb":40,"extension":10},"LLC Member Removal Form","/template/llc-member-removal-form-D14004","https://templates.business-in-a-box.com/imgs/250px/14004.png",{"label":42,"url":43,"thumb":44,"extension":10},"LLC Membership Agreement","/template/llc-membership-agreement-D14005","https://templates.business-in-a-box.com/imgs/250px/14005.png",{"label":46,"url":47,"thumb":48,"extension":10},"LLC Operating Agreement","/template/llc-operating-agreement-D5209","https://templates.business-in-a-box.com/imgs/250px/5209.png",{"label":50,"url":51,"thumb":52,"extension":10},"LLC Buyout Agreement","/template/llc-buyout-agreement-D13361","https://templates.business-in-a-box.com/imgs/250px/13361.png",{"label":54,"url":55,"thumb":56,"extension":10},"LLC Investment Agreement","/template/llc-investment-agreement-D12832","https://templates.business-in-a-box.com/imgs/250px/12832.png",{"label":58,"url":59,"thumb":60,"extension":10},"LLC Multiple Members Operating Agreement","/template/llc-multiple-members-operating-agreement-D12871","https://templates.business-in-a-box.com/imgs/250px/12871.png",{"label":62,"url":63,"thumb":64,"extension":10},"LLC Membership Interest Purchase Agreement","/template/llc-membership-interest-purchase-agreement-D5208","https://templates.business-in-a-box.com/imgs/250px/5208.png",{"label":66,"url":67,"thumb":68,"extension":10},"How To Start An LLC","/template/how-to-start-an-llc-D13349","https://templates.business-in-a-box.com/imgs/250px/13349.png",{"label":70,"url":71,"thumb":72,"extension":10},"Limited Partnership Agreement","/template/limited-partnership-agreement-D891","https://templates.business-in-a-box.com/imgs/250px/891.png",{"label":74,"url":75,"thumb":76,"extension":10},"Checklist How To Setup an LLC","/template/checklist-how-to-setup-an-llc-D12995","https://templates.business-in-a-box.com/imgs/250px/12995.png",{"label":78,"url":79,"thumb":80,"extension":10},"Limited Partnership Agreement 2","/template/limited-partnership-agreement-2-D1009","https://templates.business-in-a-box.com/imgs/250px/1009.png",{"label":82,"url":83,"thumb":84,"extension":10},"Limited Partnership Agreement Long Form","/template/limited-partnership-agreement-long-form-D1011","https://templates.business-in-a-box.com/imgs/250px/1011.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":98,"url":99},"DISSOLUTION OF SUBSIDIARY AGREEMENT This Dissolution of Subsidiary Agreement (the \"Agreement\") is effective [DATE] BETWEEN: [SUBSIDIARY COMPANY NAME] (the \"Subsidiary\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Parent\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS the Subsidiary wishes to dissolve pursuant to [ARTICLE/CLAUSE] of the [COUNTRY Corporations Act/LAW]; WHEREAS the Parent owns all the outstanding shares in the capital stock of the Subsidiary and upon a distribution of the assets of the Subsidiary would be entitled to all such assets; WHEREAS the Parent has agreed to assume and discharge all liabilities, if any, and obligations of the Subsidiary, and has also agreed to assume all expenses [OPTIONAL] in connection with the proposed dissolution of the Subsidiary; NOW, THEREFORE, THIS AGREEMENT WITNESSETH, THAT FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: The Subsidiary conveys and assigns unto the Parent all its property and assets of every nature and kind whatsoever, including, without limiting the generality of the foregoing: [NUMBER] shares in the common stock of [COMPANY NAME] registered in the name of the Subsidiary;","Dissolution of Subsidiary Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/dissolution-of-subsidiary-agreement-D5191.png","https://templates.business-in-a-box.com/imgs/250px/5191.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5191.xml",{"title":6,"description":6},[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":18,"url":96},"dissolution subsidiary agreement","/template/dissolution-of-subsidiary-agreement-D5191",{"description":101,"descriptionCustom":6,"label":102,"pages":8,"size":9,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":115},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":107,"description":6},"buy sell agreement",[109,112],{"label":110,"url":111},"Finance & Accounting","finance-accounting",{"label":113,"url":114},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":9,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":139,"description":6},"non disclosure agreement nda",[141,142],{"label":18,"url":96},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":134,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":162,"url":163},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[155,156,159],{"label":110,"url":111},{"label":157,"url":158},"Business Loans","business-loan",{"label":160,"url":161},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":168,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":176,"url":177},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[174,175],{"label":18,"url":96},{"label":18,"url":96},"general non compete agreement","/template/general-non-compete-agreement-D882",false,{"seo":180,"reviewer":193,"quick_facts":197,"at_a_glance":200,"personas":204,"variants":229,"glossary":256,"clauses":289,"how_to_fill":339,"common_mistakes":375,"faqs":400,"industries":431,"comparisons":448,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":504,"classification":505},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"LLC Member Withdrawal Agreement Template (Free Word)","Free LLC member withdrawal agreement template covering buyout, interest transfer, releases, non-compete, and confidentiality. Used in 190+ countries. Free Word and PDF download.","llc member withdrawal agreement",[185,186,187,188,189,190,191,192],"llc member withdrawal agreement template","llc member buyout agreement","member withdrawal agreement template word","llc member exit agreement","llc interest transfer agreement","llc member separation agreement","llc buyout agreement template free","member dissociation agreement",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":199,"signature_required":199},"advanced",true,{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"An LLC Member Withdrawal Agreement is a legally binding document that formally governs the voluntary exit of a member from a limited liability company. This free Word download covers the buyout of the withdrawing member's ownership interest, the mechanics of transferring that interest to remaining members or the LLC itself, mutual releases of claims, and post-withdrawal restrictions on competition and confidentiality.\n","Use it whenever a member voluntarily chooses to leave an LLC — whether due to retirement, a strategic disagreement, a career change, or a negotiated exit — and the parties need a clean, documented separation that extinguishes the departing member's rights and obligations. It is also required when the LLC's operating agreement mandates a written withdrawal procedure.\n","The agreement includes the withdrawal effective date, the agreed buyout price and payment schedule, the mechanics of interest transfer, mutual releases of all claims between the withdrawing member and the LLC, ongoing confidentiality obligations, post-withdrawal non-compete and non-solicitation restrictions, indemnification provisions, and the governing law clause.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Multi-member LLC co-founders","Documenting the clean exit of a founding partner who is stepping away from the business","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Small business owners","Buying out a minority member who no longer participates in operations","persona-small-business-owner",{"title":214,"use_case":215,"icon_asset_id":216},"LLC managers and managing members","Formalizing a withdrawal to prevent future ownership or profit-share disputes","persona-operations-director",{"title":218,"use_case":219,"icon_asset_id":220},"Business attorneys","Drafting a compliant withdrawal for a client LLC with minimal negotiation overhead","persona-attorney",{"title":222,"use_case":223,"icon_asset_id":224},"Professional practice LLCs","Handling a physician, attorney, or accountant partner's departure from a multi-member practice","persona-professional-services",{"title":226,"use_case":227,"icon_asset_id":228},"Real estate investment LLCs","Separating a withdrawing member's interest in a property-holding LLC without triggering a forced sale","persona-real-estate-investor",[230,234,238,242,244,248,252],{"situation":231,"recommended_template":232,"slug":233},"A member is withdrawing and the remaining members are buying out the interest","LLC Member Withdrawal Agreement","llc-member-withrawal-agreement-D13273",{"situation":235,"recommended_template":236,"slug":237},"The LLC itself is purchasing the departing member's interest as a redemption","LLC Interest Redemption Agreement","llc-membership-interest-purchase-agreement-D5208",{"situation":239,"recommended_template":240,"slug":241},"A member is being removed involuntarily rather than withdrawing voluntarily","LLC Member Removal Agreement","llc-member-removal-form-D14004",{"situation":243,"recommended_template":62,"slug":237},"Two or more members are buying out a third member and restructuring ownership",{"situation":245,"recommended_template":246,"slug":247},"The entire LLC is dissolving rather than one member exiting","LLC Dissolution Agreement","dissolution-of-subsidiary-agreement-D5191",{"situation":249,"recommended_template":250,"slug":251},"A new member is being admitted to replace the withdrawing member","LLC Membership Admission Agreement","llc-membership-agreement-D14005",{"situation":253,"recommended_template":254,"slug":255},"The withdrawal triggers an amendment to the existing operating agreement","LLC Operating Agreement Amendment","llc-operating-agreement-D5209",[257,260,263,266,269,272,275,278,281,283,286],{"term":258,"definition":259},"Withdrawing Member","The LLC member who is voluntarily relinquishing their ownership interest and exiting the company under the terms of the agreement.",{"term":261,"definition":262},"Membership Interest","A member's ownership stake in an LLC, expressed as a percentage or number of units, entitling them to a share of profits, losses, and distributions.",{"term":264,"definition":265},"Buyout Price","The agreed amount the LLC or remaining members will pay the withdrawing member in exchange for their membership interest.",{"term":267,"definition":268},"Effective Date of Withdrawal","The specific calendar date on which the member's interest, voting rights, and obligations formally terminate.",{"term":270,"definition":271},"Mutual Release","A clause in which both the withdrawing member and the LLC waive all existing and future claims against each other arising from the membership relationship.",{"term":273,"definition":274},"Non-Compete Clause","A post-withdrawal restriction preventing the departing member from operating or joining a competing business within a defined geography and time period.",{"term":276,"definition":277},"Non-Solicitation Clause","A restriction preventing the withdrawing member from recruiting the LLC's employees, contractors, or clients after departure.",{"term":279,"definition":280},"Dissociation","The legal term under the Uniform Limited Liability Company Act (ULLCA) for a member's separation from an LLC, whether voluntary or involuntary.",{"term":148,"definition":282},"A written instrument in which the LLC or remaining members promise to pay the buyout amount in installments over a defined schedule, used when full payment cannot be made at closing.",{"term":284,"definition":285},"Indemnification","An obligation by which one party agrees to compensate the other for specified losses, liabilities, or legal costs arising from defined events post-withdrawal.",{"term":287,"definition":288},"Capital Account","The running ledger tracking a member's contributions, share of profits and losses, and distributions — used as the baseline for calculating the buyout price.",[290,295,300,305,310,315,320,325,330,334],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the LLC by its full legal name and state of organization, names the withdrawing member, lists remaining members, and records the background facts — including the date the operating agreement was executed and the member's current ownership percentage.","This LLC Member Withdrawal Agreement ('Agreement') is entered into as of [DATE] by and among [LLC NAME], a [STATE] limited liability company ('Company'), [WITHDRAWING MEMBER NAME] ('Withdrawing Member'), and the undersigned remaining members ('Remaining Members'). Withdrawing Member currently holds a [X]% membership interest in the Company.","Omitting the state of organization. State LLC statutes govern withdrawal rights by default, and the wrong state's rules being applied can invalidate the agreement entirely.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Withdrawal effective date","Specifies the exact date on which the member's interest, authority to bind the LLC, voting rights, and entitlement to future distributions all cease.","Withdrawing Member's membership in the Company shall terminate effective as of [EFFECTIVE DATE] ('Withdrawal Date'). From and after the Withdrawal Date, Withdrawing Member shall have no further right, title, or interest in the Company or its assets.","Setting the effective date after the agreement is signed but before the buyout is paid. This creates a gap period where the member is technically out but the LLC still holds their money — triggering default interest and disputes.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Buyout price and valuation method","States the agreed buyout amount, the valuation methodology used to reach it (agreed value, book value, or independent appraisal), and any adjustments for outstanding loans or capital contributions.","In full consideration for the transfer of Withdrawing Member's [X]% membership interest, the Company shall pay Withdrawing Member the sum of $[AMOUNT] ('Buyout Price'), determined by [METHOD: mutual agreement / independent appraisal / capital account balance as of DATE], less any outstanding loans owed by Withdrawing Member to the Company as of the Withdrawal Date.","Agreeing on a fixed dollar amount without specifying the valuation date. If the closing is delayed, the LLC's value may have changed materially, and neither party will have a clear basis for adjustment.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Payment terms and schedule","Describes how and when the buyout price will be paid — lump sum at closing, installments secured by a promissory note, or a combination — and the interest rate on any deferred balance.","The Buyout Price shall be paid as follows: (a) $[AMOUNT] in immediately available funds on the Withdrawal Date; and (b) the remaining $[AMOUNT] in [NUMBER] equal monthly installments of $[AMOUNT] commencing on [DATE], bearing interest at [X]% per annum, evidenced by the Promissory Note attached hereto as Exhibit A.","No interest rate on deferred payments. The IRS may impute interest at the applicable federal rate (AFR) regardless — and a missing rate creates a dispute over what was intended.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Transfer of membership interest","Formally assigns the withdrawing member's interest to the LLC or named remaining members, and confirms that the transfer is recorded in the LLC's books and the operating agreement is amended accordingly.","Effective on the Withdrawal Date, Withdrawing Member hereby assigns, transfers, and conveys all of Withdrawing Member's right, title, and interest in the Company, including all [X]% membership interest, to [TRANSFEREE(S)] ('Transferee'). The Company shall update its books and records and amend the Operating Agreement to reflect this transfer within [X] business days.","Failing to amend the operating agreement or update the LLC's internal ledger after closing. An unchanged operating agreement can be used by the former member to argue they still hold an interest.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Mutual release of claims","Both parties release each other from all claims, debts, and obligations arising from the membership relationship up to the effective date, except for obligations expressly preserved in the agreement.","Each party hereby releases and forever discharges the other party from any and all claims, demands, liabilities, and causes of action of any nature, known or unknown, arising out of or relating to Withdrawing Member's membership in the Company prior to the Withdrawal Date, excluding any obligations created by this Agreement.","Including a one-sided release that only protects the LLC. Courts in several states have refused to enforce one-sided releases, and a mutual release is more commercially defensible.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Confidentiality","Prohibits the withdrawing member from disclosing or using the LLC's confidential information — trade secrets, customer data, financials, and proprietary processes — after departure.","Withdrawing Member agrees that, for a period of [X] years following the Withdrawal Date, Withdrawing Member shall not disclose, use, or exploit any Confidential Information of the Company. 'Confidential Information' means all non-public information relating to the Company's business, customers, finances, technology, or operations.","No defined survival period for confidentiality. Without a stated duration, courts vary on how long the obligation runs — some treating it as perpetual (enforceable for trade secrets) and others limiting it to a reasonable period.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Non-compete and non-solicitation","Restricts the withdrawing member from competing with the LLC or soliciting its clients and employees within a defined territory and timeframe after withdrawal.","For [X] months following the Withdrawal Date, Withdrawing Member shall not (a) directly or indirectly engage in any business that competes with the Company within [GEOGRAPHIC AREA]; or (b) solicit, recruit, or hire any employee, contractor, or client of the Company.","Using the same non-compete duration and geography for all members regardless of their role or access to competitive information. A silent minority member with no client relationships being bound to a 24-month non-compete is routinely struck down as unreasonable.",{"name":284,"plain_english":331,"sample_language":332,"common_mistake":333},"Allocates responsibility for any liabilities or claims that arise after withdrawal — specifying which pre-withdrawal obligations remain with the withdrawing member and which the LLC will assume.","Withdrawing Member shall indemnify and hold harmless the Company and Remaining Members from any claims, losses, or liabilities arising from Withdrawing Member's acts or omissions prior to the Withdrawal Date. The Company shall indemnify Withdrawing Member for any liabilities arising from the Company's operations after the Withdrawal Date.","No carve-out for personal guarantees. If the withdrawing member personally guaranteed LLC debt, the indemnification clause must address who bears that obligation — or the former member remains exposed indefinitely.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law and dispute resolution","Specifies which state's LLC law governs the agreement and whether disputes are resolved by arbitration, mediation, or litigation, and in which venue.","This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration / mediation followed by litigation] in [CITY, STATE]. The prevailing party shall be entitled to recover reasonable attorneys' fees.","Choosing a governing law state that differs from where the LLC is organized. Most state LLC statutes mandate that the law of the state of organization governs membership interests — a conflicting choice-of-law clause may be disregarded by a court.",[340,345,350,355,360,365,370],{"step":341,"title":342,"description":343,"tip":344},1,"Confirm the withdrawal is voluntary and permitted under the operating agreement","Review the LLC's operating agreement for any withdrawal restrictions, required notice periods, or right-of-first-refusal provisions that must be satisfied before a member can exit. If the operating agreement is silent, refer to the default rules of the LLC's state of organization.","Some operating agreements require unanimous consent of all remaining members before a withdrawal is effective — obtain that consent in writing before dating the agreement.",{"step":346,"title":347,"description":348,"tip":349},2,"Agree on and document the buyout price and valuation method","Determine the buyout amount using an agreed method — book value based on capital accounts, a mutual agreed-upon figure, or an independent third-party appraisal. Document the method and the valuation date in the agreement so neither party can later dispute how the number was reached.","If the parties cannot agree on value, a single independent appraiser selected jointly and paid equally by both sides is faster and cheaper than litigation.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the withdrawal effective date precisely","Choose a specific calendar date on which the member's interest, voting rights, and entitlement to distributions end. Confirm this date aligns with any tax year or fiscal quarter considerations that affect the member's final K-1.","For tax purposes, a year-end withdrawal date (December 31) simplifies the final K-1 allocation — mid-year exits require a closing-of-books election or per-day proration.",{"step":356,"title":357,"description":358,"tip":359},4,"Define the payment schedule and attach a promissory note if needed","If the full buyout cannot be paid at closing, draft a payment schedule specifying each installment amount, due date, interest rate, and default provisions. Attach the promissory note as Exhibit A and reference it in the payment terms clause.","Secure any deferred buyout with a lien on the LLC's assets or a personal guarantee from the remaining members — an unsecured note becomes a collection problem if the LLC struggles financially.",{"step":361,"title":362,"description":363,"tip":364},5,"Draft the non-compete and non-solicitation terms proportionate to the member's role","Tailor the geographic scope, restricted activities, and duration to the withdrawing member's actual involvement — their access to clients, trade secrets, and competitive knowledge. A managing member with deep client relationships warrants broader restrictions than a passive investor.","12 months is the most consistently enforced duration in most US states; anything beyond 24 months should be supported by documented business justification in the recitals.",{"step":366,"title":367,"description":368,"tip":369},6,"Execute the agreement before the effective date","All parties — the withdrawing member, each remaining member or the LLC manager, and any guarantors on a promissory note — must sign before or on the withdrawal effective date. Post-dated signatures raise consideration issues and can leave the mutual release and restrictive covenants unenforceable.","Use a notarized signature block if the transfer of interest will be recorded with a state agency or if real property is held by the LLC.",{"step":371,"title":372,"description":373,"tip":374},7,"Update the operating agreement and LLC records","After execution, amend the operating agreement to remove the withdrawing member and reallocate the ownership percentages. Update the LLC's internal membership ledger, file any required state notices, and notify banks, lenders, and key counterparties of the membership change.","Some states require a formal amendment to the articles of organization if membership changes trigger a change in management structure — check your state's filing requirements within 30 days of the withdrawal date.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Failing to check the operating agreement before drafting","Most operating agreements include withdrawal restrictions, right-of-first-refusal clauses, or required notice periods that, if ignored, make the withdrawal agreement ineffective or expose remaining members to breach-of-contract claims.","Read the operating agreement in full before any withdrawal conversation begins. Note every procedural requirement and build compliance into the withdrawal agreement's timeline and recitals.",{"mistake":381,"why_it_matters":382,"fix":383},"No valuation date for the buyout price","If the closing is delayed by weeks or months, the LLC's value may shift materially — and without a fixed valuation date, both parties have grounds to argue the price should be recalculated.","State the specific valuation date in the buyout clause and tie payment to that date. If closing occurs later, include a simple true-up formula for material changes.",{"mistake":385,"why_it_matters":386,"fix":387},"Ignoring the withdrawing member's personal guarantees on LLC debt","A former member who personally guaranteed an LLC loan remains personally liable until the lender formally releases them — the withdrawal agreement cannot unilaterally discharge a third-party lender's rights.","Identify every personal guarantee the withdrawing member signed before closing. Either obtain a formal release from the lender or include an indemnification from the remaining members covering any future guarantee calls.",{"mistake":389,"why_it_matters":390,"fix":391},"Overbroad non-compete that is unenforceable as written","A non-compete that covers all industries, has unlimited geography, or applies to a passive member with no competitive knowledge will be struck down entirely in most jurisdictions — leaving the LLC with no restriction at all.","Limit the restriction to the specific business activity, customer segment, and geographic market the member actually worked in. Document the business justification in the recitals to support enforcement.",{"mistake":393,"why_it_matters":394,"fix":395},"No provision for the withdrawing member's final tax distributions","If the LLC is a pass-through entity, the withdrawing member will receive a final K-1 reflecting their share of income, loss, and deductions through the withdrawal date — without a distribution to cover the resulting tax liability, they pay tax on phantom income.","Include a clause obligating the LLC to distribute sufficient funds to cover the withdrawing member's estimated tax liability on their final K-1 allocation, or negotiate a tax gross-up as part of the buyout price.",{"mistake":397,"why_it_matters":398,"fix":399},"Releasing all claims without carving out the buyout obligation","A poorly drafted mutual release that does not expressly exclude the buyout payment obligation can be read to release the LLC from its duty to pay — defeating the entire purpose of the agreement.","Explicitly carve out all obligations created by the withdrawal agreement itself from the mutual release language. State: 'The release in this Section does not apply to any obligations arising under this Agreement.'",[401,404,407,410,413,416,419,422,425,428],{"question":402,"answer":403},"What is an LLC member withdrawal agreement?","An LLC member withdrawal agreement is a legally binding contract that documents a member's voluntary exit from a limited liability company. It specifies the effective date of withdrawal, the buyout price for the departing member's ownership interest, the mechanics of transferring that interest to the LLC or remaining members, mutual releases of claims, and ongoing restrictions on competition and disclosure of confidential information. Without this document, the withdrawal is governed solely by state law defaults and the existing operating agreement — which may not reflect what the parties actually agreed.\n",{"question":405,"answer":406},"Is a member allowed to withdraw from an LLC at any time?","Whether a member can withdraw freely depends on the LLC's operating agreement and applicable state law. Many operating agreements restrict voluntary withdrawal — requiring advance notice, consent of remaining members, or satisfaction of a right-of-first-refusal process. In states that have adopted the Uniform Limited Liability Company Act (ULLCA), a member generally has the power to dissociate at any time but may owe damages to the LLC if the withdrawal violates the operating agreement. Always review both documents before proceeding.\n",{"question":408,"answer":409},"How is the buyout price for a withdrawing member calculated?","The most common methods are the member's capital account balance as of the withdrawal date, a mutually agreed fixed amount, or a value determined by an independent appraisal. Operating agreements often specify the method — if yours is silent, a third-party appraisal is the most defensible approach for disputes. The buyout price is typically adjusted for any loans owed by the withdrawing member to the LLC and may be discounted for minority interest or lack of marketability depending on the parties' negotiation.\n",{"question":411,"answer":412},"Does a member withdrawal agreement need to be notarized?","In most cases, notarization is not required for the agreement itself to be enforceable. However, if the LLC holds real property and the membership interest transfer triggers a deed or title update, notarized signatures may be required by the applicable state's recording laws. Some lenders and banks also require notarized documentation before updating their records to remove the withdrawing member. Review your state's requirements and any lender obligations before the signing date.\n",{"question":414,"answer":415},"What happens to the withdrawing member's personal guarantees after exit?","Personal guarantees on LLC debt are obligations between the guarantor and the lender — the withdrawal agreement cannot release a third-party lender's rights. A departing member remains personally liable on any guarantee until the lender provides a formal written release. As a practical matter, the remaining members should either secure a lender release before closing or include a clear indemnification clause requiring them to cover the withdrawing member if a guarantee is ever called post-exit.\n",{"question":417,"answer":418},"Are non-compete clauses in an LLC member withdrawal agreement enforceable?","Enforceability depends on jurisdiction and the scope of the restriction. Courts generally uphold non-competes that are reasonable in duration (6–24 months), limited in geographic scope to where the LLC actually operates, and tied to activities the member was genuinely involved in. California, Minnesota, and North Dakota impose near-total bans on post-departure non-competes even in membership exit contexts. Overbroad clauses risk being struck down entirely rather than narrowed, so calibrate restrictions to the member's actual competitive exposure.\n",{"question":420,"answer":421},"What is the difference between a withdrawal agreement and a member buyout agreement?","The terms are often used interchangeably, but they emphasize different mechanics. A withdrawal agreement focuses on the member's voluntary dissociation from the LLC — terminating their status, rights, and obligations. A buyout agreement emphasizes the purchase of the departing member's ownership interest, typically by remaining members or the LLC. A well-drafted exit document covers both: it formalizes the withdrawal and governs the purchase, transfer, payment, and post-departure restrictions in a single integrated agreement.\n",{"question":423,"answer":424},"Does a member withdrawal require a formal amendment to the LLC operating agreement?","Yes, in practice. The operating agreement governs membership composition, ownership percentages, and voting rights — all of which change when a member exits. Failing to amend the operating agreement leaves a discrepancy between the governing document and the actual membership structure, which can create confusion in future transactions, financing events, or disputes. Most withdrawal agreements include a clause requiring the operating agreement to be amended within a specified number of business days of the withdrawal date.\n",{"question":426,"answer":427},"What tax consequences should the parties consider in a member withdrawal?","The withdrawing member typically recognizes gain or loss on the difference between the buyout price and their adjusted basis in the LLC interest. The LLC is a pass-through entity, so the departing member will receive a final K-1 reflecting their share of income and deductions through the withdrawal date — potentially creating a tax liability on income they have not received in cash. The parties should negotiate a tax distribution clause or gross-up provision to address this. Consult a tax advisor before finalizing buyout terms, particularly when installment payments are involved.\n",{"question":429,"answer":430},"Can a member be forced to withdraw from an LLC?","Involuntary removal is a separate legal action from voluntary withdrawal and requires specific authority in the operating agreement or under state law. In most jurisdictions, a member cannot be expelled without a basis set out in the operating agreement — such as breach of fiduciary duty, bankruptcy, or failure to make required capital contributions. A member withdrawal agreement is only appropriate where the exit is voluntary. Forced exits typically require a different document and, in contentious situations, court involvement.\n",[432,436,440,444],{"industry":433,"icon_asset_id":434,"specifics":435},"Professional Services","industry-professional-services","Medical, legal, and accounting practice LLCs require state licensing board notifications when a licensed member departs, and the non-solicitation clause must specifically cover existing clients and referral relationships.",{"industry":437,"icon_asset_id":438,"specifics":439},"Real Estate Investment","industry-real-estate","Property-holding LLCs must address whether the withdrawal triggers a change-of-ownership assessment for property tax purposes and whether lender consent is required under due-on-transfer clauses in any mortgage.",{"industry":441,"icon_asset_id":442,"specifics":443},"Technology / SaaS","industry-saas","IP assignment confirmation is critical — the withdrawal agreement should include a clause confirming the departing member assigns any residual claims to code, algorithms, or product IP developed during membership.",{"industry":445,"icon_asset_id":446,"specifics":447},"Construction and Trades","industry-construction","Contractor licensing held personally by the withdrawing member may need to be transferred or relinquished, and any project-specific bonds or surety agreements listing the member must be updated with the surety's consent.",[449,452,455,458],{"vs":246,"vs_template_id":450,"summary":451},"llc-dissolution-agreement-D13238","A dissolution agreement winds down the entire LLC — liquidating assets, paying creditors, and distributing remaining proceeds to all members before terminating the entity. A withdrawal agreement removes one member while the LLC continues operating. Use dissolution when the business itself is ending; use a withdrawal agreement when one member exits and the company survives.",{"vs":46,"vs_template_id":453,"summary":454},"llc-operating-agreement-D138","An operating agreement establishes the ongoing governance framework for the LLC — membership rights, voting, distributions, and default withdrawal procedures. A withdrawal agreement is a transaction-specific document that implements a specific member's exit under those rules. The withdrawal agreement typically triggers an amendment to the operating agreement but does not replace it.",{"vs":118,"vs_template_id":456,"summary":457},"independent-contractor-agreement-D160","An independent contractor agreement governs a services relationship between the LLC and a non-member. A withdrawal agreement governs the exit of an owner. If a departing member will continue providing services to the LLC after withdrawal, a separate independent contractor agreement should be executed alongside the withdrawal agreement.",{"vs":459,"vs_template_id":460,"summary":461},"Buy-Sell Agreement","buy-sell-agreement-D13191","A buy-sell agreement is a standing governance document executed in advance that pre-sets the terms under which membership interests can be transferred in any future triggering event — death, disability, bankruptcy, or voluntary exit. A withdrawal agreement is the transaction document that implements a specific exit. For LLCs without a buy-sell agreement, the withdrawal agreement must negotiate all pricing and transfer terms from scratch.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Single-state LLCs with straightforward ownership structures, no real property, and an agreed buyout price","Free","1–2 hours",{"best_for":468,"cost":469,"time":470},"Multi-member LLCs, installment buyouts, personal guarantee releases, or members with significant client relationships","$400–$800","2–5 days",{"best_for":472,"cost":473,"time":474},"LLCs with complex capital structures, real property holdings, disputed valuations, or members in regulated industries","$1,500–$5,000+","1–3 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","LLC withdrawal rights are governed by state law — most states follow the Uniform Limited Liability Company Act (ULLCA), but Delaware, California, and New York have material deviations. At-will withdrawal is permitted in many ULLCA states but may trigger liability for wrongful dissociation if the operating agreement restricts it. Non-compete enforceability varies sharply: California bans them in almost all post-membership contexts, while most other states apply a reasonableness standard.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canada does not have a direct equivalent to the US LLC; the closest structures are the limited partnership or the corporation in most provinces. Alberta and British Columbia permit Limited Liability Partnerships (LLPs) for professional practices. Withdrawal from these structures is governed by the applicable partnership act or shareholder agreement rather than an LLC statute. Quebec civil law applies distinct rules for business exit, and French-language documentation may be required for provincially-regulated entities.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","The UK does not have an LLC structure; the equivalent entity is the Limited Liability Partnership (LLP) governed by the Limited Liability Partnerships Act 2000, or a private limited company (Ltd). Member withdrawal from an LLP is governed by the LLP agreement and the LLP Act. Post-withdrawal restrictions must be reasonable in scope and duration to be enforceable under UK contract law, and the Competition Act 1998 may apply to commercially sensitive confidentiality obligations.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","EU member states each have their own equivalent of the LLC — the GmbH in Germany, SARL in France, and SRL in Spain and Italy, among others. Exit and buyout rights are governed by national company law rather than a unified EU framework. Post-withdrawal non-compete restrictions typically require financial compensation to the departing member under several EU jurisdictions, including Germany and France, to be enforceable. GDPR obligations attach to any confidentiality clause covering personal data of clients or employees.",[247,255,255,497,456,498,499,237,500,501,502,503],"buy-sell-agreement-D12611","non-disclosure-agreement-nda-D12692","promissory-note-D434","general-non-compete-agreement-D882","general-release-and-settlement-agreement-D12554","partnership-dissolution-agreement-D901","indemnification-agreement-D13016",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":96,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":515},"transfers-terminations-and-releases","agreement","general","transition",[511,512,513,514],"termination","llc-member-withdrawal","ownership-transfer","member-exit",0.92,"\u003Ch2>What is an LLC Member Withdrawal Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>LLC Member Withdrawal Agreement\u003C/strong> is a legally binding contract that formally governs the voluntary exit of a member from a limited liability company. It documents the effective date of the member's dissociation, the agreed buyout price for their ownership interest and the method by which that price was determined, the mechanics of transferring the interest to the LLC or remaining members, mutual releases of all claims arising from the membership relationship, and post-departure restrictions on competition and disclosure of confidential information. Unlike an informal handshake exit, a properly executed withdrawal agreement eliminates ambiguity about when the member's rights and obligations ended, what they were paid, and what they are prohibited from doing afterward.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written withdrawal agreement, a departing member's exit is governed entirely by the LLC's operating agreement and state-default LLC statutes — frameworks that rarely anticipate the specific facts of a real exit and almost never produce outcomes both sides consider fair. The consequences of an undocumented withdrawal are concrete: a former member can claim they still hold an economic interest if no formal transfer was recorded, dispute the buyout amount years later with no agreed valuation date to point to, and remain personally liable on LLC guarantees they believed were settled at closing. Remaining members face equal exposure — a departed member who is not bound by a written non-compete can immediately solicit the LLC's clients or join a direct competitor with no legal remedy available. This template closes all four gaps in a single document, giving every party a clean, enforceable record of exactly what was agreed, on what date, and under what terms.\u003C/p>\n",1781185969118]