Membership Interest Purchase Agreement: Transfer & Price

Typical length: 4-6 pages
AI Assisted
Export: PDF & DOCX
Multi-jurisdiction ready

Get your custom agreement in minutes Create Agreement

4.8 Rating Downloaded 3438 times

Google For Startups NVIDIA Inception Program

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].

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.

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.

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.

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]

Download Free Template

Get your complete
agreement in minutes

Select a template

Each template already follows legal structure and best practices.

Provide details

The agreement is automatically filled and adapted to your inputs.

Review & download

Check the generated document, make edits if needed, and download a ready-to-use agreement.

Details

Learn more about

Membership Interest Purchase Agreement: Transfer & Price

Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.

Learn more

Frequently asked

Membership Interest Purchase Agreement — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a Membership Interest Purchase Agreement?

A Membership Interest Purchase Agreement is a binding contract used when one party buys all or part of an ownership interest in a limited liability company (LLC). It establishes the terms of the sale, the transfer of rights, and the responsibilities of both buyer and seller.

Why is a Membership Interest Purchase Agreement important?

It protects both parties by documenting the purchase price, warranties, representations, and liabilities. It also ensures compliance with the LLC’s operating agreement and applicable laws.

When should you use a Membership Interest Purchase Agreement?

Use it when an existing member sells their ownership stake, when new investors are admitted, or when ownership is restructured in an LLC. It is essential for ensuring clarity and avoiding disputes.

What should a Membership Interest Purchase Agreement include?

It should specify the LLC details, membership interest being sold, purchase price, payment terms, closing conditions, representations and warranties, indemnification, and governing law.

Does this agreement transfer management rights as well as ownership?

Yes — unless otherwise restricted by the LLC operating agreement, a buyer typically receives both economic rights and management rights associated with the membership interest.