Membership Interest Purchase Agreement
(LLC)

Summary

This template Membership Interest Purchase Agreement sets forth the terms and conditions by which a member of a limited liability company (LLC) will sell its membership interest in the company to a purchaser. This template includes practical guidance, drafting notes, and alternate clauses. The agreement should include a description of the subject membership interest in the LLC being sold by the Seller to the Investor and the purchase price, manner, and timing of the payment for such interest. For more information on limited liability companies generally, see Limited Liability Companies, Current Legal Forms with Tax Analysis § 18A.05, and Current Legal Forms with Tax Analysis § 18A.25. For more information on acquisition tax issues, Membership Interest Acquisition Tax Issues (LLC) and Taxable Acquisition of C Corporation vs. LLC Tax Considerations Chart. To compare state laws on LLC membership interests, see the Limited Liability Company: Ownership Interests topic in the Business Entities State Law Comparison Tool.