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Printable LLC Share Purchase Agreement Form

The LLC Share Purchase Agreement is a legal document that outlines the terms and conditions under which an individual or entity can purchase shares in a limited liability company (LLC). This agreement serves to protect both the buyer and seller by detailing the rights and obligations associated with the transaction. For those looking to formalize a share purchase, completing this agreement is essential; click the button below to fill out the form.

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Table of Contents

Document Overview

Fact Name Description
Definition An LLC Share Purchase Agreement is a contract that outlines the terms and conditions for the sale of shares in a limited liability company.
Parties Involved The agreement typically involves a seller, who owns shares in the LLC, and a buyer, who intends to purchase those shares.
Governing Law The agreement is often governed by the laws of the state in which the LLC is formed, such as Delaware or California.
Purchase Price The document specifies the purchase price for the shares, which may be determined by negotiation or valuation methods.
Representations and Warranties Both parties typically make representations and warranties regarding their authority to enter into the agreement and the condition of the shares.
Closing Conditions The agreement outlines conditions that must be met before the transaction can close, such as obtaining necessary approvals.
Indemnification Indemnification clauses protect the buyer from losses due to breaches of the agreement by the seller.
Confidentiality Many agreements include confidentiality provisions to protect sensitive information shared during the transaction.
Dispute Resolution The agreement may specify methods for resolving disputes, such as mediation or arbitration, to avoid litigation.
Download LLC Share Purchase Agreement PDF Form

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Documents used along the form

When forming or purchasing shares in an LLC, several key documents often accompany the LLC Share Purchase Agreement. Each of these documents serves a specific purpose, ensuring that both parties understand their rights and obligations. Here’s a brief overview of important forms you may encounter.

  • Operating Agreement: This document outlines the management structure of the LLC and the responsibilities of its members. It serves as the foundational guideline for how the business operates.
  • Membership Interest Transfer Agreement: This agreement details the transfer of ownership interests in the LLC. It specifies the terms under which interests can be bought or sold.
  • Confidentiality Agreement: Also known as a non-disclosure agreement (NDA), this document protects sensitive information shared between the parties during negotiations or after the sale.
  • Due Diligence Checklist: This list helps the buyer evaluate the LLC's financial health and operational status. It includes items like financial statements, tax returns, and contracts.
  • Bill of Sale: This document serves as proof of the transaction. It transfers ownership of the shares from the seller to the buyer and includes details of the sale.
  • Shareholder Resolution: This formal document records decisions made by the LLC’s members regarding the sale or purchase of shares, ensuring that all actions are documented appropriately.
  • Tax Documents: These include any necessary tax forms related to the transfer of ownership, which may have implications for both the buyer and seller.
  • Indemnity Agreement: This document protects one party from potential losses or damages that could arise from the transaction. It outlines the responsibilities of each party in case of unforeseen issues.
  • Escrow Agreement: This agreement involves a neutral third party holding the funds or shares until all conditions of the sale are met, ensuring security for both buyer and seller.

Understanding these documents can greatly enhance the experience of purchasing shares in an LLC. Each plays a crucial role in ensuring that the transaction is smooth and legally sound, providing peace of mind for all parties involved.

Document Sample

LLC Share Purchase Agreement Template

This LLC Share Purchase Agreement (“Agreement”) is made and entered into as of [Date] by and between:

[Seller's Name], residing at [Seller's Address] (“Seller”), and [Buyer's Name], residing at [Buyer's Address] (“Buyer”).

This Agreement is governed by the laws of the State of [State].

Recitals

WHEREAS, the Seller is the owner of [Number of Shares] membership interests (“Shares”) in [LLC Name], a limited liability company organized under the laws of the State of [State].

AND WHEREAS, the Buyer wishes to purchase the Shares from the Seller on the terms and conditions set forth herein.

Agreement

  1. Purchase and Sale of Shares: The Seller agrees to sell, and the Buyer agrees to purchase the Shares for a total purchase price of [Purchase Price].
  2. Payment: The Buyer shall pay the purchase price in full at closing, which shall occur on or before [Closing Date].
  3. Representations and Warranties: The Seller represents and warrants that:
    • The Seller is the legal and rightful owner of the Shares and has the authority to sell them.
    • The Shares are free from any liens, claims, or encumbrances.
  4. Closing: The Closing shall take place at [Location] on the Closing Date.
  5. Indemnification: The Seller agrees to indemnify and hold the Buyer harmless from any claims arising from the Seller's breach of this Agreement.
  6. Governing Law: This Agreement shall be construed in accordance with the laws of the State of [State].

Miscellaneous

This Agreement constitutes the entire understanding between the parties concerning the subject matter of this Agreement and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as of the date first above written.

Seller Signature: _______________________ Date: _____________

Buyer Signature: _______________________ Date: _____________