Membership Interest Purchase Agreement Template (Member Buyout) — Any State
Sale of a departing member's interest to a member, the company or a newcomer; note, releases, assignment, spousal consent. 51 state editions included.
Who it is for
An LLC member who is selling his or her entire interest and leaving — to another member, to the company (a redemption) or to a newcomer — with the price paid at closing or over time.
What is inside
- Purchase Agreement: Key Terms table + 10 articles — price and payment (cash or note with set-off), closing deliveries, representations of seller, buyer and company, resignation and mutual releases, non-solicitation and optional non-competition, allocation of the year's profits, taxes, disputes
- Schedule 1 Assignment of Interest · Schedule 2 Seller's Resignation · Schedule 3 Spousal Consent · Schedule 4 Promissory Note
- Instruction Sheet: who buys (member, company, newcomer) explained, paying over time, non-competition, community property, after-closing checklist (bank, state filings, taxes), when the form is not enough
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
MEMBERSHIP INTEREST PURCHASE AGREEMENT
[COMPANY NAME], LLC
The information in this table is incorporated into the Agreement that follows. Where the Agreement refers to an item "in the Key Terms," it means the entry below.
| Item | Entry |
|---|---|
| Company | [COMPANY NAME], LLC, a [STATE OF ORGANIZATION] limited liability company, state file no. [STATE FILE NUMBER] |
| Seller — name and address | [SELLER NAME] · [SELLER ADDRESS] |
| Buyer — name and address | [BUYER NAME] · [BUYER ADDRESS] |
| Buyer is | [TYPE "an existing Member of the Company" OR "the Company itself (a redemption)" OR "a new member being admitted"] |
| Interest sold | All of the Seller's membership interest in the Company, being a [PERCENTAGE INTEREST SOLD]% percentage interest (the "Interest") |
| Purchase price | $[PURCHASE PRICE] |
| Payment at Closing | $[CASH AT CLOSING] |
| Balance (if any) — how paid | [TYPE "None — the full price is paid at Closing" OR "$" AND THE BALANCE "by the promissory note in Schedule 4, payable in" AND THE NUMBER OF MONTHLY INSTALLMENTS "monthly installments with interest at" AND THE ANNUAL RATE "% per year"] |
| Closing date | [CLOSING DATE] |
| Seller's capital account and undistributed amounts at Closing | [TYPE "included in the price — the Seller receives nothing more" OR "paid separately: $" AND THE AMOUNT] |
| Positions the Seller gives up at Closing | [POSITIONS HELD BY SELLER, OR "None"] |
| Non-competition by the Seller | [TYPE "None" OR "Yes — for" AND THE NUMBER OF MONTHS "months within" AND THE TERRITORY] |
| Seller's spouse (if the Seller is married and lives in a community property state) | [SELLER'S SPOUSE NAME, OR "Not applicable"] |
| Governing law | State of [GOVERNING LAW STATE] |
… the document continues for about 9 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
Membership Interest Purchase Agreement
This is the agreement by which one member of a limited liability company organized in any U.S. state sells his or her entire interest and leaves the company. The buyer may be another member, the company itself (a redemption), or an outsider being admitted in the seller's place. The agreement sets the price and how it is paid, transfers the interest, has the seller resign and release the company, has the company and the remaining members release the seller, allocates the year's profits between buyer and seller, and — if the price is paid over time — includes the promissory note.
Why a written agreement matters. Without it, the departing member may still be a member on the books, may still be liable to the company's creditors in the eyes of a bank that holds a personal guaranty, and may later claim distributions, a share of a sale, or that the price was unfair. The releases in Article 7 are what give both sides a clean break.
Use this form if: one member is selling all of his or her interest; the price has been agreed; and the buyer is another member, the company, or a single new member who will sign the operating agreement.
Use a different form if: the member is selling only part of the interest (the form can be adapted, but the Key Terms, Schedule 1 and the percentages must be changed consistently); the whole company is being sold to a buyer; or the departure is a withdrawal, death or expulsion handled under the operating agreement's own buyout provisions — in that case the operating agreement sets the price and terms, and this form is used only to document the closing.
• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [SELLER NAME]. Replace the whole bracket — including the brackets themselves — with your information, and remove the yellow highlight (select the text, then Home → Text Highlight Color → No Color).
• Some fields offer choices, written as "OPTION A" OR "OPTION B", or begin with the word TYPE followed by the alternatives. Pick one, type that text in place of the entire bracket, and delete the alternatives.
• Schedules 2, 3 and 4 are used only when the Key Terms call for them (positions given up; a married seller; a balance paid over time). Delete the schedules you do not need, and delete the cover page before signing.
• Use the search function (Ctrl+F) to search for an opening square bracket when you are done. If the search finds nothing, every field has been completed.
State editions
All 51 editions are in the same download. Open a state to see what its edition already fills in.
AL · AK · AZ · AR · CA · CO · CT · DE · DC · FL · GA · HI · ID · IL · IN · IA · KS · KY · LA · ME · MD · MA · MI · MN · MS · MO · MT · NE · NV · NH · NJ · NM · NY · NC · ND · OH · OK · OR · PA · RI · SC · SD · TN · TX · UT · VT · VA · WA · WV · WI · WY
Questions
What file do I get?
A zip with the state-neutral form and all 51 state editions as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.