Llc Membership Transfer Agreement Sample

When you start a limited liability company (LLC), you may not initially consider what happens when one of the members wants to leave the company. However, if you do not have an LLC membership transfer agreement in place, it can create legal issues and cost you time and money. This agreement specifies the terms and conditions of transferring ownership from one member to another. This article will provide a sample LLC membership transfer agreement and the key components to consider when drafting one.

LLC Membership Transfer Agreement: Sample


THIS AGREEMENT made this day between [TRANSFEROR NAME], transferring member (the “Transferor”), and [TRANSFERRING NAME], receiving member (the “Transferee”).


A. The Transferor is a member of [LLC NAME], a limited liability company, under the laws of [STATE NAME].

B. The Transferor desires to transfer to the Transferee its entire interest in [LLC NAME].

C. The Transferee desires to acquire the entire interest of the Transferor in [LLC NAME].


Therefore, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, and intending to be legally bound, the parties agree as follows:

1. Transfer of Membership Interest.

The Transferor hereby transfers to the Transferee, and the Transferee hereby acquires from the Transferor, the entire interest of the Transferor in [LLC NAME].

2. Consideration for Transfer.

In consideration of the transfer, the Transferee shall pay to the Transferor the sum of [AMOUNT IN DOLLARS], which shall be paid in full by certified check on or before the Closing Date.

3. Closing Date.

The Closing Date shall be [DATE OF TRANSFER] (the “Closing Date”), at which time the Transferee shall provide the Transferor with a certified check payable to the Transferor in the amount of [AMOUNT IN DOLLARS].

4. Release of the Transferor.

Upon the closing, the Transferor shall release and discharge the LLC from any and all liability that may have arisen or may arise relating to actions, events, or circumstances that occurred while the Transferor was a member of the LLC.

5. Approval of Transfer.

This agreement is subject to approval by an affirmative vote of all members of the LLC.

6. Miscellaneous.

(a) This agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties.

(b) This agreement shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and assigns.

(c) This agreement shall be governed by and construed in accordance with the laws of the State of [STATE NAME].

(d) Any amendment or modification of this agreement shall be in writing and signed by all parties.

(e) If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(f) This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(g) This agreement may not be assigned by either party without the prior written consent of the other party.


An LLC membership transfer agreement is crucial for any LLC owner. It ensures that a smooth transition can occur whenever a member decides to leave the company. Keep in mind that the sample agreement provided in this article is for informational purposes only. It is recommended that you consult with an attorney to draft an agreement that is tailored to your business`s unique needs.
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