Attorney-Approved LLC Share Purchase Agreement Template Get Your LLC Share Purchase Agreement Now

Attorney-Approved LLC Share Purchase Agreement Template

An LLC Share Purchase Agreement is a legal document that outlines the terms and conditions under which one party agrees to buy shares from a Limited Liability Company (LLC). This agreement is crucial for ensuring that both the buyer and seller understand their rights and obligations. By clearly defining the details of the transaction, it helps prevent misunderstandings and disputes down the line.

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Common Templates:

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Example - LLC Share Purchase Agreement Form

LLC Share Purchase Agreement Template

This LLC Share Purchase Agreement ("Agreement") is made and entered into as of [Date], by and between:

[Seller's Name], an individual/entity with an address at [Seller's Address] ("Seller"), and

[Buyer's Name], an individual/entity with an address at [Buyer's Address] ("Buyer").

This Agreement shall be governed by the laws of the State of [State].

Recitals

This Agreement pertains to the purchase of membership interests in [LLC Name], a limited liability company organized under the laws of the State of [State] (the "Company").

Agreement

  1. Purchase and Sale of Interests: The Seller agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Seller, [Number of Shares] membership interests in the Company ("Interests").
  2. Purchase Price: The total purchase price for the Interests shall be $[Purchase Price], payable as follows:
    • [Payment Terms]
  3. Closing: The closing of the sale of the Interests (the "Closing") shall take place on [Closing Date], at a location to be determined by the parties.
  4. Representations and Warranties:
    • Seller's Representations: The Seller represents and warrants that:
      • The Seller is the legal owner of the Interests.
      • The Interests are free from any liens or encumbrances.
    • Buyer's Representations: The Buyer represents and warrants that:
      • The Buyer has the legal right to enter into this Agreement.
      • The Buyer has sufficient funds to complete the purchase.
  5. Conditions Precedent: The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
    • Approval from members of the Company.
    • Execution of all necessary documents to transfer the Interests.
  6. Indemnification: Each party agrees to indemnify and hold harmless the other party against any claims, losses, or damages that may arise from any breach of this Agreement.
  7. Governing Law: This Agreement shall be construed in accordance with the laws of the State of [State].
  8. Entire Agreement: This document constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and agreements.

Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Seller: ___________________________

Date: _______________________________

Buyer: ___________________________

Date: _______________________________

Documents used along the form

The LLC Share Purchase Agreement is an important document for the transfer of ownership in a limited liability company. However, several other forms and documents are often used in conjunction with this agreement to ensure a smooth transaction and protect the interests of all parties involved. Below is a list of commonly associated documents.

  • Operating Agreement: This document outlines the management structure, responsibilities, and operating procedures of the LLC. It defines the rights and obligations of the members, providing clarity on how the company is run.
  • Membership Interest Assignment: This form is used to officially transfer ownership interests from one member to another. It serves as a record of the change in ownership and is essential for maintaining accurate company records.
  • Buy-Sell Agreement: This agreement sets the terms under which members can buy or sell their interests in the LLC. It helps prevent disputes and ensures that all members understand the process for transferring ownership.
  • Investment Letter of Intent: For those considering potential investments, the preliminary Investment Letter of Intent guide provides essential insights into outlining funding terms and conditions.
  • Disclosure Schedule: This document provides detailed information about the LLC's financial status, liabilities, and any potential risks. It is important for the buyer to understand what they are acquiring and to assess the value of the LLC accurately.
  • Consent of Members: This form is required to document the approval of the transaction by the existing members of the LLC. It ensures that all necessary parties agree to the terms of the share purchase and comply with any relevant legal requirements.

Each of these documents plays a crucial role in the overall transaction process. They help establish clear guidelines, protect the interests of all parties, and ensure compliance with applicable laws. It is advisable to review these documents carefully and consider seeking professional guidance when preparing for an LLC share purchase.