A limited liability company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation. An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words limited liability company or LLC. An LLC is a separate legal entity like a corporation. Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.
Assignment or Sale of Interest in Limited Liability Company This Agreement is entered this (date), by and between (Name of Assignor) of (street address, city, state, zip code), hereinafter referred to as Assignor, and (Name of Assignee) of (street address, city, state, zip code), hereinafter referred to as Assignee. Whereas, (Name of Limited Liability Company), is a limited liability company organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), referred to herein as LLC; and Whereas, the parties hereto desire that a ___ percent ( ____%) interest in the capital and profits of the LLC be assigned and sold to Assignee pursuant to this Agreement on the date and at the time provided for herein; and Whereas, the parties hereto desire to set forth certain representations, warranties, and covenants made by each to the other as an inducement to the consummation of the sale and certain additional agreements related to the sale; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. Assignor agrees to sell and Assignee agrees to purchase the said LLC interest for a total purchase price of $______________, in cash or guaranteed funds such as a cashiers or certified check from a reputable Bank. 2. Such purchase price represents interest in the following assets of the LLC with such total purchase price to be divided among the assets as follows: Fixtures and equipment as set forth in Exhibit A: $__________; Real estate as set forth in Exhibit B: $__________; Inventory $__________; Accounts receivable $__________; Cash type assets $__________; and Good will $__________ 3. Assignor shall tender to Assignee at the closing a fully executed Bill of Sale for the interest being transferred in the form attached hereto as Exhibits C. 4. Assignee shall deliver to Assignor at closing his certified or cashier’s check in the amount of $______________. Said closing (the Closing) shall take place on (date) at the offices of (Name of Law Firm) at (street address, city, state, zip code). 5. Assignor represents and warrants to Assignee that as of the date hereof and on the date of Closing: A. To the best of Assignor’s knowledge and belief, the LLC has good and marketable title to all properties, assets, and leasehold estates, real and personal, as set forth in Paragraph 2 above, subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance, or charge, except for: (i) Liens reflected on the attached Schedule 1 as securing specified liabilities, with respect to which no default exists; and (ii) Liens for current taxes and assessments which are currently not in default. B. Assignor has delivered to Assignee Schedule 2 attached hereto which a list of all the insurance policies of the LLC, as of (date). The LLC carries insurance on its properties, assets, and business, which Assignor believes to be adequate in character and amount, with reputable insurers and such insurance policies are still in full force and effect. C. In all respects material to the business, financial condition, and properties of the LLC, the LLC is not in default under any law or regulation, or under any order of any court or federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located, and, except to the extent set forth on the attached Schedule 1, there are (a) no claims, actions, suits, or proceedings instituted or filed or, (b) to the knowledge of the Assignor there are no claims, actions, suits, or proceedings threatened presently or which in the future may be threatened against or affecting the LLC at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located. 6. Assignor covenants and agrees that at and before the Closing Date, the LLC will: A. Carry on its business substantially as it has heretofore and not introduce any materially new method of management, operation or accounting; B. Perform all material obligations under agreements which relate to or affect its assets, properties, and rights; C. Use its best efforts to maintain and preserve business organization of the LLC intact, retain its present employees, and maintain its relationships with suppliers, customers, and others having business relations with them; D. Maintain its properties and facilities in as good working order and condi
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