Pricing

Membership Interest Purchase Agreement

A Membership Interest Purchase Agreement Template helps document the sale of ownership interest in an LLC from one party to another. Use this free, ready-to-edit template to outline the purchase price, terms, and transfer details clearly. Simply fill in the blanks, download, and get it signed in minutes.

What Is a Membership Interest Purchase Agreement and Why Do You Need One?

A Membership Interest Purchase Agreement is a written contract used when someone buys an ownership stake, known as a membership interest, in a limited liability company from an existing member or outside seller. It states the purchase price, payment terms, and exactly what rights and percentage of ownership are being transferred to the buyer. This type of agreement is different from a straightforward asset purchase, since the buyer is acquiring an ownership interest in the company itself rather than specific business assets, which also means they may take on certain rights and responsibilities tied to being an LLC member.

Why Use a Ready-Made Template Instead of Writing One Yourself

Writing a membership interest purchase agreement from scratch can mean missing important details, such as representations about the LLC's financial condition or what happens to existing liabilities after the sale, which can create serious problems for the buyer if not addressed clearly. A ready-made Membership Interest Purchase Agreement Template already includes the key sections, such as buyer and seller details, purchase price and payment terms, ownership percentage being transferred, representations and warranties, and closing conditions, so you only need to add your specific deal details. This saves time, reduces legal risk, and gives both parties a clear, professional document before the sale closes.

Who Should Use This Membership Interest Purchase Agreement Template

This template is useful for LLC members selling their ownership stake to another existing member or an outside buyer, investors purchasing a membership interest in a privately held LLC, and business partners restructuring ownership by buying out or selling to one another. It is also helpful for business brokers and attorneys facilitating the sale of LLC ownership interests as part of a larger business transaction.

How to Fill Out and Use This Membership Interest Purchase Agreement Correctly

Start by adding the LLC's name, along with the full names of the buyer and seller involved in the transaction. Next, state the ownership percentage or membership units being sold and the agreed purchase price, including how and when payment will be made. Add representations and warranties from the seller confirming they have the right to sell the interest and disclosing any known liabilities or issues with the LLC. Include closing conditions, such as approval from other members if required by the operating agreement, and confirm how the LLC's records will be updated to reflect the new ownership. Finally, both parties should review, sign, and date the agreement, and it's a good idea to have it reviewed by a business attorney.

How to Use Agreed Templates

Start With the Template

Open the Product Agreement Template in your Agreed workspace and begin with a ready-to-use agreement structure.

Customize Agreement Details

Add or edit product details, responsibilities, pricing, deliverables, timelines, and other terms to match your agreement needs.

Review, Sign & Manage

Send the agreement for review and approval, collect signatures, and manage the completed agreement securely in Agreed.

Frequently Asked Questions.

Everything you need to know about Agreed. Can't find what you're looking for?

A membership interest purchase involves buying ownership in the LLC itself, including its existing liabilities and obligations, while an asset purchase only involves buying specific business assets without taking on the company's full ownership structure.

Yes, many operating agreements include restrictions on transferring ownership, such as requiring approval from other members before a sale can be completed, so it's important to review those terms first.

Buyers should carefully review the LLC's financial records, existing debts, and legal obligations, since purchasing a membership interest can mean taking on liabilities tied to the company itself, not just its assets.

Yes, the LLC should update its internal ownership records and, if required by the operating agreement or state law, notify other members or make any necessary state filings to reflect the change in ownership.

Everything You Need to
Create, Send and Sign Documents

Agreed helps teams reduce delays, improve signing completion

Start Creating Now
image