LLC Forms > LLC Transfer & Assignment

This sample limited liability company Membership Interest Redemption Agreement with Covenants not to Compete or Solicit and Mutual Release Agreement – Pro LLC form incorporates numerous provisions for the protection of the interests of an LLC and its members and managers in the redemption of Membership Rights owned by a dissociating member of the LLC.  Specifically, it (i) facilitates the redemption of the Membership Rights of a dissociating (quitting) member by the LLC, (ii) subjects the Dissociated Member to certain restrictive covenants against using or sharing the confidential information and trade secrets of the LLC competing with the LLC, or soliciting the customers, clients, or employees of the LLC.  The LLC Membership Rights Redemption Agreement sample form also incorporates numerous representations and warranties by the Dissociated Member for the protection of the LLC.  It also contains provisions to resolve all current and future disputes between the parties through a mutual release of all claims and liabilities between the LLC, the Dissociated Member, and the Member(s) and Manager(s) (if any) of the LLC. The Dissociated Member also waives any claims (and in some instances assigns all rights) to the tangible and intangible property of the LLC, including, but not limited to, intellectual property, proprietary rights, or publicity rights that the Dissociated Member may have in such assets that the Dissociated Member created in whole or part.  The LLC Membership Rights Redemption Agreement also stipulates that the Parties refrain from disparaging each other or disclosing to the terms of the Redemption Agreement, except as necessary to fulfill the purposes of the Redemption Agreement.

The sample LLC Membership Interest Purchase Agreement is an example document for the sale and purchase of membership rights and interests in a limited liability company, commonly referred to as an LLC, from a member of the LLC in which another member or other members will remain as a member or members.  It is specifically drafted to be both pro seller and pro LLC, in that is incorporates such protections to both the Purchaser and LLC as Seller representations and warranties regarding the books and records of the company, a non-disparagement provision, tax indemnification of the Purchaser and Company, intellectual property release and assignment provisions, confidential information, non-compete, and non-solicitation covenants.  It expressly names the LLC and remaining members as beneficiaries under the Agreement.

This sample LLC Membership Redemption and Mutual Release Agreement form creates a three-way agreement between a member of an LLC that has quit or is quitting the LLC (dissociated), the LLC from which the member has quit or shall quit, and any remaining members of the LLC.  Specifically, the form provides that the LLC shall purchase back (redeem) all of the dissociating member's membership rights in the LLC.  It allows the parties to mutually agree to (1) release each other from all claims or causes of action that may have originated prior to the redemption of the dissociated member's membership rights, (2) not disparage each other after the execution of the agreement, and (3) keep the terms of the agreement confidential.  Such sample agreement permenantly settles all claims and controversies between the parties originating before the agreement, so that the parties may move on, putting the past behind them.    

This sample Member’s Capital Contribution Agreement allows a person or business entity to make a contribution to the capital of a limited liability company either for the sole purpose of infusing capital into the company and/or to receive voting and/or financial rights in the Company.  The Member can make a capital contribution to the Company by paying or transferring an agreed upon sum of money or value in property to the Company.


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