[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-llc-membership-interest-purchase-agreement-D5208":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":185,"customdescription":6,"mdFm":186,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT This LLC Membership Interest Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a company 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 company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, Buyer desires to purchase from [YOUR COMPANY NAME], (the \"First Party\" hereinafter) and First Party desires to sell to [BUYER NAME], (the \"Buyer\" hereinafter) membership interests representing [NUMBER %] of the First Party membership interests as described in the New LLC Agreement (as defined herein) and a warrant representing the right to purchase, in certain circumstances, a [NUMBER %] interest (subject to adjustment as provided in the warrant) in the [SPECIFY] Business of First Party (as defined in such warrant), on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the parties agree as follows: PURCHASE AND SALE OF MEMBERSHIP INTERESTS Sale and Purchase At the Closing, Buyer shall purchase from First Party, and First Party shall sell and issue to Buyer, Class [SPECIFY] LLC Membership Interests in First Party representing [PERCENTAGE] of the outstanding First Party membership interests immediately after giving effect to consummation of this transaction (the \"Membership Interests\") and a warrant representing the right to purchase, in certain circumstances, an interest in the Internet Business of First Party in the form of Exhibit [SPECIFY] hereto (the \"Warrant\"), for an aggregate purchase price of [AMOUNT] (the \"Purchase Price\"), of which [AMOUNT] shall be allocated to the Warrant, and subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein (the \"Sale and Purchase\"). Closing The Sale and Purchase shall take place on the date hereof at the offices of [SPECIFY] (which time and place are designated as the \"Closing\"). Deliveries at Closing At the Closing, the parties shall, respectively, make the following simultaneous deliveries: First Party shall deliver to Buyer: a certificate or certificates representing the Membership Interests, duly executed on behalf of First Party, the Warrant, duly executed on behalf of First Party, the Fourth Amended and Restated Limited Liability Company Agreement of First Party (the \"New LLC Agreement\"), in the form of Exhibit [SPECIFY] hereto, duly executed on behalf of First Party, [SPECIFY], [SPECIFY], [SPECIFY] and [SPECIFY] the \"Existing Members\"), and a cross receipt, duly executed on behalf of First Party, indicating receipt of the Purchase Price from Buyer. Buyer shall deliver to First Party (i) the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated by First Party, (ii) the New LLC Agreement duly executed on behalf of Buyer, and (iii) a cross receipt, duly executed on behalf of Buyer, indicating receipt of the Membership Interests and the Warrant from First Party. The parties shall execute and deliver such other documents as are customary and reasonably necessary to consummate the transactions contemplated hereby. REPRESENTATIONS AND WARRANTIES OF First Party First Party hereby represents and warrants as follows: Organization and Qualification First Party is a limited liability company duly organized and validly existing under the laws of the State of [SPECIFY]. First Party has all requisite power and authority to carry on its business as currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on First Party's business, properties or financial condition (a \"Material Adverse Effect\"). First Party is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. Capitalization As of the Closing, the outstanding equity of First Party will consist of Class [SPECIFY] membership interests, as set forth on Exhibit [SPECIFY] hereto. Other than such membership interests, as of the Closing, options to acquire Class A membership interests equal to approximately [PERCENTAGE] of the outstanding LLC interests are outstanding under the First Party Non-qualified Class [SPECIFY] LLC Unit Option Plan, the exercise of which options shall be dilutive, on a net treasury basis, only to the other holders of the Class [SPECIFY] Interests. In addition, upon a Conversion (as defined in the Third Amended and Restated Limited Liability Company Agreement of First Party (the \"LLC Agreement\")) and a subsequent public offering of the common stock of First Party's successor corporation, First Party intends to issue common stock pursuant to the First Party Phantom Performance Unit Plan, a true and correct copy of which has been provided to Buyer. On or prior to the initial public offering, First Party may issue additional options to acquire equity interests in First Party or the successor public company, provided that options for no more than an aggregate of [PERCENTAGE] of the fully-diluted equity shall be dilutive to Buyer as of the initial public offering. Except as set forth above and in the LLC Agreement and the New LLC Agreement, there are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from First Party of any equity interest in First Party. Assuming the accuracy of the representations of Buyer and Second Party contained herein, all outstanding equity interests have been issued in compliance with state and federal securities laws. Subsidiaries Except for [SPECIFY], Inc., a [STATE] corporation, First Party does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. First Party is not a participant in any joint venture, partnership, or similar arrangement. Authorization As of the Closing, all action on the part of First Party, its officers, directors and Existing Members necessary for the authorization, execution and delivery of this Agreement, the New LLC Agreement, the Warrant and the performance of all obligations of First Party hereunder and thereunder shall have been taken, and this Agreement, the New LLC Agreement and the Warrant, assuming due execution by the parties hereto and thereto, will constitute valid and legally binding obligations of First Party, enforceable in accordance with their respective terms, subject to: judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights. Valid Issuance of Membership Interests and the Warrant The Membership Interests and the Warrant, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer directly or indirectly created by First Party other than restrictions on transfer under this Agreement, the terms of the Warrant, the New LLC Agreement and under applicable state and federal securities laws. 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The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (\"Closing\"), shall be held at [ADDRESS], on [DATE], at [TIME], or such other place, date and time as the parties hereto may otherwise agree. AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit \"A\" attached hereto and made a part hereof. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby warrants and represents: Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of the [State/Province] of [STATE/PROVINCE] and has the corporate power and authority to carry on its business as it is now being conducted. Restrictions on Stock:","Stock Purchase Agreement","4",42,"https://templates.business-in-a-box.com/imgs/1000px/stock-purchase-agreement-D349.png","https://templates.business-in-a-box.com/imgs/250px/349.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#349.xml",{"title":6,"description":6},[95,98],{"label":96,"url":97},"Finance & Accounting","finance-accounting",{"label":99,"url":100},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":118,"url":119},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[113,115],{"label":17,"url":114},"business-legal-agreements",{"label":116,"url":117},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":130,"keywords":129,"url":135},"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",513,"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":129,"description":6},"non disclosure agreement nda",[131,132],{"label":17,"url":114},{"label":133,"url":134},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":137,"descriptionCustom":6,"label":138,"pages":123,"size":124,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":147,"url":148},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":143,"description":6},"letter of intent_acquisition of business",[145,146],{"label":17,"url":114},{"label":17,"url":114},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":150,"descriptionCustom":6,"label":151,"pages":123,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":165,"url":166},"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},[158,159,162],{"label":96,"url":97},{"label":160,"url":161},"Business Loans","business-loan",{"label":163,"url":164},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":168,"descriptionCustom":6,"label":169,"pages":170,"size":171,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":176,"keywords":183,"url":184},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , 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: [BUYER NAME] (the \"Buyer\"), 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] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[177,180],{"label":178,"url":179},"Sales & Marketing","sales-marketing",{"label":181,"url":182},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",false,{"seo":187,"reviewer":199,"quick_facts":203,"at_a_glance":206,"personas":210,"variants":235,"glossary":261,"clauses":298,"how_to_fill":348,"common_mistakes":389,"faqs":414,"industries":442,"comparisons":459,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":515,"classification":516},{"meta_title":188,"meta_description":189,"primary_keyword":22,"secondary_keywords":190},"LLC Membership Interest Purchase Agreement Template (Free Word)","Free LLC membership interest purchase agreement template. Covers purchase price, representations, transfer conditions, and closing. Used in 190+ countries. Free Word and PDF download.",[191,192,193,194,195,196,197,198],"llc membership interest purchase agreement template","membership interest purchase agreement","llc interest transfer agreement","buy sell agreement llc","llc ownership transfer agreement","membership interest assignment agreement","llc interest purchase agreement template free","purchase of llc membership interest",{"name":200,"credential":201,"reviewed_date":202},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":204,"legal_review_recommended":205,"signature_required":205},"advanced",true,{"what_it_is":207,"when_you_need_it":208,"whats_inside":209},"An LLC Membership Interest Purchase Agreement is a legally binding contract governing the sale and transfer of an ownership stake in a limited liability company from one party to another. This free Word download covers purchase price, payment terms, representations and warranties, closing conditions, and post-closing obligations in a single structured document you can edit online and export as PDF for execution.\n","Use it whenever an LLC member sells or transfers all or part of their ownership interest — whether in a partial buyout between existing members, the admission of a new outside investor, or the full acquisition of one member's stake by another party. It is also required when an operating agreement mandates a written transfer document as a condition of any membership change.\n","Identification of buyer, seller, and the LLC; the membership interest being transferred; purchase price and payment mechanics; representations and warranties from both parties; conditions to closing; indemnification; restrictive covenants; and governing law with dispute resolution.\n",[211,215,219,223,227,231],{"title":212,"use_case":213,"icon_asset_id":214},"LLC members exiting a business","Selling their ownership stake to a co-member or outside buyer","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Documenting the transfer of equity when a co-founder departs the LLC","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Private equity and individual investors","Acquiring a membership interest in an operating LLC as part of a deal","persona-investor",{"title":224,"use_case":225,"icon_asset_id":226},"Business acquisition attorneys","Formalizing M&A transactions structured as membership interest purchases rather than asset sales","persona-attorney",{"title":228,"use_case":229,"icon_asset_id":230},"Family business owners","Transferring partial or full LLC ownership to a family member or successor","persona-family-business",{"title":232,"use_case":233,"icon_asset_id":234},"Real estate investors","Buying or selling an interest in an LLC that holds real property","persona-real-estate-investor",[236,240,243,247,250,254,258],{"situation":237,"recommended_template":238,"slug":239},"Selling 100% of an LLC member's interest to an outside buyer","LLC Membership Interest Purchase Agreement (Full Transfer)","llc-membership-interest-purchase-agreement-D5208",{"situation":241,"recommended_template":242,"slug":239},"Transferring a partial ownership percentage between existing members","LLC Interest Assignment Agreement",{"situation":244,"recommended_template":245,"slug":246},"Pre-arranging buyout rights if a member dies, divorces, or becomes disabled","LLC Buy-Sell Agreement","buy-sell-agreement-D12611",{"situation":248,"recommended_template":62,"slug":249},"Selling the company's underlying assets rather than its ownership","asset-purchase-agreement-D928",{"situation":251,"recommended_template":252,"slug":253},"Acquiring an entire LLC through a stock-equivalent interest deal","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":255,"recommended_template":256,"slug":257},"Admitting a new investor member without an existing member selling","LLC Operating Agreement Amendment","llc-operating-agreement-D5209",{"situation":259,"recommended_template":87,"slug":260},"Documenting equity transfer in a corporation rather than an LLC","stock-purchase-agreement-D349",[262,265,268,271,274,277,280,283,286,289,292,295],{"term":263,"definition":264},"Membership Interest","An owner's proportional share of an LLC, including economic rights (profit and loss distributions) and governance rights (voting).",{"term":266,"definition":267},"Purchase Price","The total consideration paid by the buyer for the membership interest, which may be cash, a promissory note, assumed liabilities, or a combination.",{"term":269,"definition":270},"Representations and Warranties","Factual statements made by each party — particularly the seller — about the LLC's condition, ownership, and legal standing that the other party relies on to agree to the transaction.",{"term":272,"definition":273},"Closing","The date on which all conditions to the purchase are satisfied, the purchase price is paid, and ownership of the membership interest formally transfers to the buyer.",{"term":275,"definition":276},"Indemnification","A contractual obligation by one party to compensate the other for losses, liabilities, or costs arising from a breach of representations or specified post-closing events.",{"term":278,"definition":279},"Operating Agreement","The LLC's governing document that controls member rights, voting, profit allocation, and transfer restrictions — which must be reviewed before any interest is sold.",{"term":281,"definition":282},"Right of First Refusal","A provision — often in an operating agreement — giving existing members the right to purchase a selling member's interest on the same terms before it can be sold to an outside party.",{"term":284,"definition":285},"Due Diligence","The buyer's pre-closing investigation of the LLC's financials, contracts, liabilities, and legal standing to confirm the accuracy of the seller's representations.",{"term":287,"definition":288},"Assignment","The formal transfer of the membership interest from seller to buyer, typically recorded in a written assignment document attached to or executed alongside this agreement.",{"term":290,"definition":291},"Dilution","A reduction in an existing member's ownership percentage caused by the admission of new members or the issuance of additional membership interests.",{"term":293,"definition":294},"Earnout","A purchase price component contingent on the LLC meeting future performance targets, used when buyer and seller disagree on current valuation.",{"term":296,"definition":297},"Good Standing","A status confirming the LLC is current on all state filings, fees, and taxes — typically evidenced by a certificate of good standing from the state of formation.",[299,304,309,314,319,324,329,334,338,343],{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Parties, recitals, and defined terms","Identifies the buyer, seller, and the LLC by full legal name and state of formation, and defines the key terms used throughout the agreement.","This LLC Membership Interest Purchase Agreement ('Agreement') is entered into as of [DATE] by and between [SELLER FULL NAME] ('Seller'), a member of [LLC NAME], a [STATE] limited liability company ('Company'), and [BUYER FULL NAME OR ENTITY] ('Buyer').","Using a trade name instead of the LLC's exact registered legal name — if the entity name doesn't match state records, the transfer may not be recognized as valid by the state or the LLC's bank.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Description and percentage of interest transferred","States the exact percentage or unit count of the membership interest being sold and confirms the seller's ownership before the transfer.","Seller hereby agrees to sell, assign, and transfer to Buyer [X]% of the total membership interests of the Company (the 'Purchased Interest'), representing all of Seller's interest in the Company.","Describing the interest as a dollar amount rather than a percentage or unit count. LLC interests are proportional; a dollar figure becomes ambiguous if the LLC's value changes between signing and closing.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Purchase price and payment terms","Sets the total consideration, the payment method (cash, promissory note, or installment), the due date, and any purchase price adjustments tied to working capital or earnouts.","Buyer shall pay Seller a purchase price of $[AMOUNT] (the 'Purchase Price'), payable as follows: $[AMOUNT] in immediately available funds at Closing, and $[AMOUNT] pursuant to a Promissory Note in the form attached as Exhibit A, bearing interest at [X]% per annum.","Agreeing on a purchase price without specifying the adjustment mechanism for working capital changes between the signing date and the closing date — this gap routinely generates post-closing disputes.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Seller's representations and warranties","The seller's factual statements about the LLC — that they own the interest free of liens, the LLC is in good standing, financials are accurate, there are no undisclosed liabilities, and no litigation is pending.","Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date: (a) Seller is the sole legal and beneficial owner of the Purchased Interest, free and clear of all liens, claims, and encumbrances; (b) the Company is duly organized, validly existing, and in good standing under the laws of [STATE]; (c) the Financial Statements attached as Exhibit B fairly present the financial condition of the Company.","Limiting warranties to formation status only and omitting financial, tax, and litigation representations — leaving the buyer exposed to liabilities the seller knew about at signing.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Buyer's representations and warranties","The buyer's statements confirming they have the legal authority and financial capacity to complete the purchase, and that they are acquiring the interest for their own account.","Buyer represents and warrants that: (a) Buyer has full legal capacity and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation of Buyer; (c) Buyer is acquiring the Purchased Interest for investment purposes and not with a view to distribution.","Omitting the buyer's representation that the purchase does not violate any other agreement they are party to — leaving the seller exposed if the buyer's acquisition is later challenged by a third party.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Conditions to closing","Lists the actions that must be completed before the closing can occur — including operating agreement consent, third-party approvals, delivery of executed documents, and payment.","The obligations of the parties to consummate the transactions contemplated herein are subject to the satisfaction of the following conditions: (a) approval of the transfer by the remaining members of the Company in accordance with the Operating Agreement; (b) delivery of an Assignment of Membership Interest executed by Seller; (c) payment of the Purchase Price by Buyer.","Failing to include a condition requiring the LLC's operating agreement consent — if the operating agreement requires member approval for transfers and this step is skipped, the transfer can be voided.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Closing mechanics and deliverables","Specifies the closing date, location, and the exact documents each party must deliver at closing — assignment instrument, updated member register, and officer certificate.","Closing shall occur on [DATE] at [LOCATION] (or by electronic exchange of signatures). At Closing: (a) Seller shall deliver a duly executed Assignment of Membership Interest; (b) the Company shall update its Member Register to reflect Buyer as the owner of the Purchased Interest; (c) Buyer shall deliver the Purchase Price in the form specified in Section [X].","No update to the LLC's member register or operating agreement at closing — the seller remains listed as a member in company records even after payment, creating ongoing governance and tax complications.",{"name":275,"plain_english":335,"sample_language":336,"common_mistake":337},"Allocates post-closing liability — each party agrees to compensate the other for losses arising from breaches of their representations, with caps, deductibles, and survival periods to limit exposure.","Seller shall indemnify, defend, and hold harmless Buyer from and against any Losses arising out of or relating to any breach of Seller's representations, warranties, or covenants. Seller's aggregate indemnification obligation shall not exceed [X]% of the Purchase Price. Claims must be brought within [X] months of the Closing Date.","No cap on indemnification liability — without one, the seller faces unlimited post-closing exposure, making the agreed purchase price economically meaningless.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Restrictive covenants (non-compete and non-solicitation)","Prevents the seller from competing with the LLC or soliciting its customers and employees for a defined period and geography after closing.","For a period of [X] years following the Closing Date, Seller shall not, directly or indirectly, (a) engage in any Competing Business within [GEOGRAPHIC AREA], or (b) solicit or hire any employee or customer of the Company.","Using an indefinite or nationwide non-compete regardless of the seller's actual role — courts routinely strike down overbroad restrictions, and an unenforceable covenant provides no protection at all.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Governing law, dispute resolution, and notices","Specifies which state's law governs the agreement, how disputes are resolved (arbitration or litigation), and the required format and delivery method for official notices.","This Agreement shall be governed by the laws of the State of [STATE], without regard to conflict-of-laws principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY]. Notices shall be in writing and delivered to the addresses set forth in Schedule [X].","Choosing a governing law with no connection to where the LLC operates or where the parties are located — several states will apply their own law regardless of the contract's choice, particularly for real-property-holding LLCs.",[349,354,359,364,369,374,379,384],{"step":350,"title":351,"description":352,"tip":353},1,"Gather the LLC's organizational documents","Obtain the LLC's current operating agreement, articles of organization, member register, and most recent financial statements. The operating agreement controls transfer restrictions, right-of-first-refusal obligations, and required consents — you cannot complete the agreement accurately without it.","Request a certificate of good standing from the state of formation before drafting. If the LLC is not in good standing, the transfer may be rejected by banks and title companies.",{"step":355,"title":356,"description":357,"tip":358},2,"Identify parties and define the interest being sold","Enter the seller's full legal name, the buyer's full legal name or entity name, and the LLC's exact registered name and state of formation. State the membership interest as a percentage of total interests outstanding, not a dollar amount.","If the buyer is an entity, include its state of formation and confirm it is authorized to acquire LLC interests — some states restrict foreign entity ownership.",{"step":360,"title":361,"description":362,"tip":363},3,"Set the purchase price and payment structure","Specify the total consideration, the cash-at-closing amount, and any deferred payment by promissory note or earnout. Include a working capital adjustment mechanism if the LLC's financials may change between signing and closing.","For deals with a deferred component, attach the promissory note as an exhibit and cross-reference it in the payment clause — unsigned attachments have caused disputes when parties disagreed on note terms post-closing.",{"step":365,"title":366,"description":367,"tip":368},4,"Draft representations and warranties with specificity","Complete the seller's representations covering ownership, good standing, financial accuracy, tax compliance, absence of undisclosed liabilities, and no pending litigation. Complete the buyer's representations covering authority and capacity.","Attach the LLC's financial statements, tax returns, and material contracts as exhibits so representations are tied to specific documents, not vague categories.",{"step":370,"title":371,"description":372,"tip":373},5,"List all conditions to closing","Identify every action that must occur before closing — member consent under the operating agreement, third-party consents (lender approval, landlord consent), regulatory filings, and document delivery. Assign responsibility for each condition to a specific party with a deadline.","Check the operating agreement's transfer provisions before listing conditions — some agreements require unanimous member consent, which can derail the deal if a remaining member withholds approval.",{"step":375,"title":376,"description":377,"tip":378},6,"Negotiate and cap indemnification exposure","Set an indemnification cap (typically 10–30% of the purchase price for a standard deal), a deductible or basket amount below which claims are not recoverable, and a survival period for representations (typically 12–24 months after closing).","Fundamental representations — title to the interest, due organization, and no fraud — are typically carved out from the cap and survive indefinitely.",{"step":380,"title":381,"description":382,"tip":383},7,"Calibrate restrictive covenants to the seller's role","Set the non-compete duration and geography in proportion to the seller's actual involvement in the LLC's business. A passive investor warrants no non-compete; a founding operator may warrant a 2-year, regional restriction.","In California, non-competes in business sale transactions are enforceable under Business & Professions Code §16601 — but the exception applies only if the seller held a substantial ownership interest.",{"step":385,"title":386,"description":387,"tip":388},8,"Execute and update company records","Both parties sign the agreement and the assignment instrument. The LLC's member register must be updated to reflect the buyer as the new member. File any required state transfer notices and notify the LLC's bank, lenders, and significant counterparties.","Send a certified copy of the executed agreement to the LLC's registered agent and retain the original in the company records file alongside the operating agreement.",[390,394,398,402,406,410],{"mistake":391,"why_it_matters":392,"fix":393},"Skipping operating agreement consent requirements","Most LLC operating agreements require consent from remaining members before any interest can be transferred. A transfer completed without required consent can be void, leaving the buyer with no enforceable ownership rights.","Review the operating agreement in full before drafting the purchase agreement and obtain all required member consents as a condition to closing — in writing, signed by each consenting member.",{"mistake":395,"why_it_matters":396,"fix":397},"No indemnification cap or survival period","Without a cap, the seller faces unlimited liability for every post-closing claim; without a survival period, claims can arise years after the deal closes — making the seller's financial exposure open-ended.","Negotiate a cap of 10–30% of the purchase price for general reps and warrants, a basket for small claims, and a 12–24 month survival period. Carve out fraud, title, and tax representations from the cap.",{"mistake":399,"why_it_matters":400,"fix":401},"Failing to update the LLC's member register at closing","The seller remains listed in company records as a member until the register is updated, creating continued tax reporting obligations, voting rights, and distribution entitlements that the parties did not intend.","Make delivery of an updated member register a closing deliverable — the LLC's manager or authorized officer must execute and date it on the closing date.",{"mistake":403,"why_it_matters":404,"fix":405},"Omitting tax representations and allocation of pre-closing tax liabilities","LLC income and losses pass through to members for tax purposes. A buyer who acquires an interest without a clear allocation clause may inherit the seller's share of pre-closing tax liabilities assessed after the deal closes.","Include a representation that all pre-closing tax returns have been filed and taxes paid, and add a pro-ration clause allocating income, loss, and tax liability between seller and buyer as of the closing date.",{"mistake":407,"why_it_matters":408,"fix":409},"Using a vague or missing purchase price adjustment mechanism","If the LLC's working capital, outstanding debt, or cash balance changes between signing and closing, the buyer may pay more or less than the agreed economic value — a gap that frequently leads to post-closing litigation.","Include a working capital target with a defined adjustment formula and a post-closing true-up mechanism, tied to a balance sheet prepared as of the closing date using the same accounting policies as the reference financial statements.",{"mistake":411,"why_it_matters":412,"fix":413},"No right-of-first-refusal compliance procedure","If the operating agreement grants remaining members a right of first refusal and the seller skips the required notice period, those members can challenge the completed transfer — potentially forcing an unwinding of the deal.","Build the right-of-first-refusal notice and waiting period into the conditions to closing. Attach evidence of notice delivery and the expiration of the ROFR period to the closing deliverables checklist.",[415,418,421,424,427,430,433,436,439],{"question":416,"answer":417},"What is an LLC membership interest purchase agreement?","An LLC membership interest purchase agreement is a legally binding contract governing the sale of an ownership stake in a limited liability company from a seller to a buyer. It documents the purchase price, payment terms, representations and warranties about the LLC's condition, closing conditions, and post-closing obligations such as indemnification and non-compete restrictions. It is the primary legal document for any change in LLC ownership, whether a partial transfer or a full buyout.\n",{"question":419,"answer":420},"What is the difference between a membership interest purchase and an asset purchase?","In a membership interest purchase, the buyer acquires the seller's ownership stake in the LLC — taking on the entity with all its assets, liabilities, contracts, and history. In an asset purchase, the buyer selects specific assets from the LLC and leaves unwanted liabilities behind. Buyers typically prefer asset purchases to avoid hidden liabilities; sellers often prefer interest sales for tax efficiency. The choice affects due diligence scope, tax treatment, and contract assignment requirements.\n",{"question":422,"answer":423},"Do I need the other LLC members' consent to sell my membership interest?","In most cases, yes. LLC operating agreements typically restrict transfers and require either unanimous consent of remaining members or compliance with a right-of-first-refusal procedure before an interest can be sold to an outside party. Transferring without required consent can render the transfer void. Always review the operating agreement's transfer provisions before signing a purchase agreement.\n",{"question":425,"answer":426},"What representations should the seller make in an LLC interest purchase agreement?","At minimum, the seller should represent that they hold the interest free of liens and encumbrances, that the LLC is validly organized and in good standing, that the financial statements are accurate and complete, that all taxes have been filed and paid, that there are no undisclosed liabilities or pending litigation, and that the transfer does not violate any other agreement. Each representation creates an indemnification trigger if it turns out to be false, so sellers should disclose exceptions in a disclosure schedule rather than making unqualified statements.\n",{"question":428,"answer":429},"How is the purchase price for an LLC membership interest calculated?","The purchase price is typically based on a valuation of the LLC — using a multiple of EBITDA, a discounted cash flow model, or a net asset value approach — with the seller's percentage applied to the enterprise value. The parties may also negotiate adjustments for outstanding debt, excess cash, and working capital relative to a target. Real estate LLCs are often valued based on the appraised value of the underlying property minus encumbrances.\n",{"question":431,"answer":432},"What happens to the LLC's contracts and licenses after a membership interest sale?","Unlike an asset purchase, most contracts and licenses stay with the LLC because the legal entity does not change — only its ownership does. However, many commercial contracts, government licenses, and lease agreements include change-of-control provisions that require counterparty consent when a majority interest transfers. Reviewing all material contracts for change-of-control clauses is a critical part of pre-closing due diligence.\n",{"question":434,"answer":435},"Is a membership interest purchase agreement different from a buy-sell agreement?","Yes. A buy-sell agreement is a standing arrangement among LLC members that pre-establishes the rules for future ownership changes — triggered by death, disability, divorce, or voluntary departure. An LLC membership interest purchase agreement is the transaction document for a specific, negotiated sale happening now. The buy-sell agreement defines the trigger and pricing mechanism; the purchase agreement executes the actual transfer.\n",{"question":437,"answer":438},"Do I need a lawyer to draft or review an LLC membership interest purchase agreement?","For straightforward transfers between existing members at a modest valuation, a high-quality template reviewed by the parties is often sufficient. Legal review is strongly recommended when the purchase price exceeds $100,000, when the LLC has employees, real property, significant contracts, or regulatory licenses, when tax structuring is a consideration, or when there is any dispute risk among remaining members. Attorney fees for a standard review typically run $500–$2,000; complex deals warrant full representation.\n",{"question":440,"answer":441},"What are the tax implications of selling an LLC membership interest?","The seller typically recognizes capital gain or loss on the difference between the sale price and their adjusted basis in the LLC interest. If the LLC holds hot assets — unrealized receivables or depreciated inventory — a portion of the gain may be recharacterized as ordinary income under IRC §751. The buyer takes a cost basis in the interest equal to the purchase price, and the LLC may elect a §754 basis adjustment to step up underlying asset values. Both parties should consult a tax advisor before closing.\n",[443,447,451,455],{"industry":444,"icon_asset_id":445,"specifics":446},"Real Estate","industry-real-estate","LLC interests holding real property require title insurance review, lender consent for assumed mortgages, and transfer tax analysis — the purchase agreement must address each as a closing condition.",{"industry":448,"icon_asset_id":449,"specifics":450},"Technology / SaaS","industry-saas","IP ownership, software license assignments, and employee equity plan impacts are the primary due diligence focus; representations must cover all registered and unregistered IP owned by the LLC.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional Services","industry-professional-services","State licensing boards may not permit non-licensees to hold interests in licensed entities such as law firms, medical practices, or engineering firms — verify ownership eligibility before signing.",{"industry":456,"icon_asset_id":457,"specifics":458},"Food and Beverage / Hospitality","industry-food-beverage","Liquor licenses, health permits, and franchise agreements typically include change-of-control provisions that require regulatory approval or franchisor consent before the transfer can close.",[460,463,466,469],{"vs":62,"vs_template_id":461,"summary":462},"asset-purchase-agreement-D5209","An asset purchase agreement transfers selected business assets — equipment, contracts, IP, goodwill — while leaving unwanted liabilities with the seller's entity. An LLC membership interest purchase transfers the entire ownership stake, including all liabilities, tax history, and contracts. Buyers generally prefer asset purchases for liability isolation; sellers often prefer interest sales for cleaner tax treatment. The right structure depends on the nature of the LLC's liabilities and the parties' tax positions.",{"vs":87,"vs_template_id":464,"summary":465},"stock-purchase-agreement-D5206","A stock purchase agreement governs the sale of shares in a corporation (C-corp or S-corp), while an LLC membership interest purchase agreement governs the equivalent transaction for an LLC. Both transfer entity-level ownership with all associated liabilities and contracts, but the governing documents differ — operating agreement versus shareholder agreement — and the tax treatment varies significantly between entity types.",{"vs":252,"vs_template_id":467,"summary":468},"business-purchase-agreement-D5211","A business purchase agreement is a broader transactional document used when acquiring an entire operating business, typically structured as an asset purchase but sometimes covering hybrid structures. An LLC membership interest purchase agreement is specifically structured around the transfer of an LLC ownership percentage and includes LLC-specific mechanics like operating agreement consent and member register updates. Use the membership interest agreement when the transaction is expressly structured as an equity transfer.",{"vs":46,"vs_template_id":470,"summary":471},"limited-liability-company-llc-operating-agreement-D549","An LLC operating agreement is the ongoing governance document that controls member rights, transfer restrictions, voting, and distributions for the life of the company. The membership interest purchase agreement is a transaction document for a specific sale event. The operating agreement must be reviewed before the purchase agreement is drafted and is often amended after closing to reflect the new membership structure.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Simple transfers between existing members of a small LLC with no employees, real property, or regulatory licenses, where the purchase price is under $100,000","Free","1–3 hours",{"best_for":478,"cost":479,"time":480},"Deals involving purchase prices of $100,000–$1,000,000, LLCs with employees or material contracts, or cross-state transfers requiring jurisdiction-specific analysis","$500–$2,000","3–7 days",{"best_for":482,"cost":483,"time":484},"High-value acquisitions, LLCs with real property or regulatory licenses, multi-party deals, or transactions involving earnouts, seller financing, or complex tax structuring","$3,000–$15,000+","2–6 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","LLC law is governed at the state level — Delaware, Wyoming, and Nevada have the most permissive transfer rules, while California and New York impose stricter requirements. IRC §751 can recharacterize capital gains as ordinary income on the sale of interests in LLCs holding hot assets. Non-compete enforceability in connection with business sales varies by state; California permits them under Business & Professions Code §16601 only when the seller held a substantial interest.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Canada does not have a direct equivalent to the US LLC; the nearest structures are limited partnerships or corporations. Canadian entities structured as LLCs under foreign law (often used by US businesses operating in Canada) may require additional provincial filing on any ownership transfer. Quebec's Civil Code applies different rules for entity transfers and may require French-language documentation for provincially regulated entities.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","The UK does not recognize the LLC as a domestic entity type; the closest equivalent is a private limited company (Ltd), governed by a share purchase agreement rather than a membership interest purchase agreement. If a US or foreign LLC transacts in the UK or holds UK assets, SDLT (Stamp Duty Land Tax) may apply to transfers of interests in property-holding entities, and HMRC will analyze whether the transfer triggers UK tax liabilities.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","EU member states do not recognize the LLC as a domestic entity; equivalent structures include the GmbH (Germany), SARL (France), and SL (Spain), each governed by domestic corporate law. Transfers of interests in foreign LLCs holding EU-based assets may trigger local transfer taxes, VAT considerations, or regulatory notifications. GDPR obligations transfer with the LLC on a membership interest sale if the entity processes personal data of EU residents.",[249,260,253,257,507,508,509,510,511,512,513,514],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","promissory-note-D434","bill-of-sale-D1229","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","shareholder-agreement-D5204","indemnification-agreement-D13016",{"emit_how_to":205,"emit_defined_term":205},{"primary_folder":114,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":526},"equity-and-mergers","agreement","general","all-stages",[522,523,524,525],"llc-membership-interest","equity-purchase","ownership-transfer","legal-contract",0.95,"\u003Ch2>What is an LLC Membership Interest Purchase Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>LLC Membership Interest Purchase Agreement\u003C/strong> is a legally binding contract that governs the sale and transfer of an ownership stake in a limited liability company from a seller to a buyer. It establishes the purchase price and payment mechanics, documents each party's representations and warranties about the LLC's legal and financial condition, sets the conditions that must be satisfied before the transfer closes, and allocates post-closing liability through indemnification. Unlike an asset purchase, which transfers selected business assets, a membership interest purchase transfers the ownership interest itself — meaning the buyer steps into the seller's position within the LLC, inheriting both its assets and its liabilities, along with all existing contracts, tax history, and obligations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written membership interest purchase agreement, an LLC ownership transfer has no enforceable record of the agreed price, the seller's representations about the company's condition, or the allocation of pre-closing liabilities between the parties. Disputes over undisclosed debts, tax assessments, or pending litigation that surface after closing become credibility contests rather than contract interpretation questions. Failing to document the required operating agreement consents can render the transfer void — leaving the buyer with no enforceable ownership rights despite having paid. A properly executed agreement, updated member register, and closing deliverables checklist protect both parties, satisfy the LLC's bank and counterparties, and create the paper trail required for tax reporting and future due diligence if the company is ever sold again.\u003C/p>\n",1781186023049]