Membership Interest Purchase Agreement Template

This Membership Interest Purchase Agreement (“Agreement”) is entered into on [Date], by and between:

Seller: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Buyer: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

LLC: [Full Legal Name of LLC]
Address: [Address]
Jurisdiction of Formation: [State/Country]

Together referred to as the “Parties.”

1. Sale and Transfer of Membership Interest

The Seller hereby sells, assigns, and transfers to the Buyer [X%] of the membership interest in the LLC, including all rights, title, and economic interests, subject to the LLC’s operating agreement.

2. Purchase Price and Payment

• Purchase Price: $[Amount].

• Payment Method: [Wire transfer, certified check, etc.].

• Payment Timing: [On closing / installment terms].

3. Closing

The closing shall take place on [Date] at [Location], or at another time and place agreed by the Parties. At closing, the Seller shall deliver assignment documents and the Buyer shall deliver the purchase price.

4. Representations and Warranties of Seller

The Seller represents and warrants that:

• They are the lawful owner of the membership interest being sold.

• The membership interest is free of liens or encumbrances.

• They have full authority to transfer the interest.

• The transfer does not violate the LLC’s operating agreement or applicable laws.

5. Representations and Warranties of Buyer

The Buyer represents and warrants that:

• They have full authority to enter this Agreement.

• They are acquiring the interest for investment/business purposes and not in violation of any law.

6. Conditions Precedent

The obligations of the Parties are subject to:

• Consent or approval required under the LLC operating agreement.

• Any necessary third-party or regulatory approvals.

7. Indemnification

Each Party agrees to indemnify and hold harmless the other for losses arising out of breaches of representations, warranties, or covenants under this Agreement.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

9. Entire Agreement

This document constitutes the full understanding between the Parties and supersedes all prior discussions or agreements. Any amendments must be in writing and signed by both Parties.

Signatures

Seller: ____________________________ Date: _________
Name/Title: [Full Name, Title]

Buyer: ____________________________ Date: _________
Name/Title: [Full Name, Title]

LLC (Acknowledgment): ______________ Date: _________
Name/Title: [Managing Member/Authorized Officer]