Membership Interest Purchase Agreement
(OH LLC)

This membership interest purchase agreement template is for use in a transaction where a member of an Ohio limited liability company is selling its membership interest to an arm's length buyer, who becomes a member of the company by assignment. This template contains practical guidance, drafting notes, and alternate clauses. This template is generally applicable without regard to industry; however, the specific nature of the assets of the company in which the membership interests are being acquired should be considered when preparing this template, and additional industry specific representations added as needed. Membership interest purchase agreements are generally prepared by the buyer's counsel, as such, this template is generally pro-buyer, but also includes drafting guidance for the seller. This template contemplates one member selling 100% of its interests in the company while there is still an additional member of the company. If the sale of the membership interests in the company is resulting in the sale of the company and being used as a structure to acquire an operating business or an asset sale, see Membership Interest Purchase Agreement (Long Form) (Pro-Buyer) (DE), which may be adapted for the sale of an Ohio limited liability company. The Ohio Revised Limited Liability Company Act (OHRLLC Act) provides the default terms of formation, operation, dissolution, and other governance matters for limited liability companies. The OHRLLC Act allows many of these terms to be altered by a written operating agreement or other written documentation. A member's interest in an Ohio limited liability company may be transferred or assigned. See Ohio Rev. Code Ann. § 1706.341 for further detail. An assignment of a membership interest does not dissolve the company or entitle the assignee to participate in the management or conduct of the activities of the limited liability company or entitle the assignee to have access to records or other information concerning the activities of the limited liability company. Except as otherwise provided in Ohio Rev. Code Ann. § 1706.411(J), when a member assigns a membership interest, the assignor retains the rights of a member other than the right to distributions assigned and retains all duties and obligations of a member. Ohio Rev. Code Ann. § 1706.341(G). It is important for counsel to review the terms of the operating agreement and other governing documents of the company to confirm the necessary internal approvals for this sale of the membership interests contemplated by this agreement have been obtained. For a consent for an Ohio limited liability company template that may be adapted for use in connection with a membership interest sale, see Written Consent of Members in Lieu of Organizational Meeting (Member-Managed) (OH LLC). For more information on membership interests in an Ohio LLC, see Ownership Interests (OH LLC).