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MEMBERSHIP INTEREST TRANSFER AGREEMENT

AND ASSIGNMENT

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This Membership Interest Transfer Agreement (this "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among:

TRANSFEROR:
[TRANSFEROR NAME]
[TRANSFEROR ADDRESS]
(the "Transferor")

TRANSFEREE:
[TRANSFEREE NAME]
[TRANSFEREE ADDRESS]
(the "Transferee")

COMPANY:
[COMPANY NAME], LLC
[COMPANY ADDRESS]
(the "Company")

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RECITALS

A. The Company is a [STATE] limited liability company governed by the Operating Agreement dated [DATE] (the "Operating Agreement").

B. The Transferor owns a membership interest in the Company representing [___]% of the total membership interests (the "Percentage Interest") and [___] units (if applicable) (collectively, the "Membership Interest").

C. The Transferor desires to transfer [all / a portion] of the Membership Interest to the Transferee, and the Transferee desires to accept such transfer, on the terms set forth herein.

D. The purpose of this transfer is:

☐ Gift: The Transferor desires to gift the Membership Interest to the Transferee.

☐ Estate Planning: The Transferor desires to transfer the Membership Interest to a trust for estate planning purposes.

☐ Family Transfer: The Transferor desires to transfer the Membership Interest to [a family member / spouse / child / parent].

☐ Permitted Transfer: This transfer constitutes a "Permitted Transfer" under Section [___] of the Operating Agreement.

☐ Other: [DESCRIBE PURPOSE]

E. The transfer contemplated hereby is permitted under the Operating Agreement [without the need for consent of other members / subject to the consent of [___], which has been obtained].

[// GUIDANCE: Most Operating Agreements contain transfer restrictions. Common permitted transfers (without consent) include:
- Transfers to family members (spouse, children, parents)
- Transfers to trusts for estate planning
- Transfers to affiliates (for entity members)
- Transfers to other existing members
Review the Operating Agreement carefully before proceeding.]

[// GUIDANCE (Delaware): 6 Del. C. Section 18-702 provides that a membership interest is assignable in whole or in part. However, an assignee is not automatically admitted as a member and may only receive economic rights unless admitted pursuant to the Operating Agreement.]

[// GUIDANCE (ULLCA): ULLCA Sections 501-503 provide similar rules - a transferee receives only transferable interest (economic rights) unless admitted as a member.]

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AGREEMENT

NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

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ARTICLE 1 - TRANSFER OF MEMBERSHIP INTEREST

1.1 Transfer

Subject to the terms of this Agreement, the Transferor hereby transfers, assigns, conveys, and delivers to the Transferee, and the Transferee hereby accepts from the Transferor, the following Membership Interest:

Description	Amount Being Transferred
Percentage Interest	[___]%
Units (if applicable)	[___]
Approximate Capital Account Balance	$[AMOUNT]

1.2 Consideration

The transfer is made for the following consideration:

☐ Gift (No Monetary Consideration): This transfer is a bona fide gift for no monetary consideration.

☐ Nominal Consideration: In consideration of $[1.00 / 10.00] and other good and valuable consideration.

☐ Assumption of Capital Account: In consideration of the Transferee's assumption of the Transferor's Capital Account obligations.

☐ Other: [DESCRIBE CONSIDERATION]

1.3 Effective Date

The transfer shall be effective as of the Effective Date set forth above (or [ALTERNATE DATE]).

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ARTICLE 2 - ADMISSION AS MEMBER

2.1 Status of Transferee

☐ Option A - Admission as Substitute Member:

The Transferee is hereby admitted to the Company as a substituted Member in place of the Transferor with respect to the transferred Membership Interest. The Transferee shall have all rights and obligations of a Member under the Operating Agreement, including:
- Voting rights
- Rights to distributions
- Rights to allocations of profits and losses
- Information rights
- All other rights and obligations of membership

☐ Option B - Assignee Status Only (No Membership):

The Transferee is an assignee of the Membership Interest only and shall NOT be admitted as a Member of the Company. As an assignee, the Transferee shall be entitled only to receive distributions and allocations of profits and losses attributable to the transferred Membership Interest, but shall NOT have:
- Voting rights
- Rights to participate in management
- Rights to information
- Any other rights of membership

The Transferee may be admitted as a Member upon satisfaction of the requirements set forth in Section [___] of the Operating Agreement.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-702(b)(1) provides that unless otherwise provided in the Operating Agreement, a member ceases to be a member upon assignment of all of the member's membership interest. Section 18-704 provides that an assignee may become a member as provided in the Operating Agreement.]

[// GUIDANCE (ULLCA): ULLCA Section 502 provides that a transfer does not entitle the transferee to participate in management or conduct of the LLC's activities or access information. ULLCA Section 503 provides for admission of transferees as members.]

2.2 Joinder to Operating Agreement

If the Transferee is being admitted as a Member, the Transferee agrees to execute a Joinder Agreement (attached as Exhibit A) and to be bound by all terms and conditions of the Operating Agreement as a Member.

2.3 Consent of Members / Managers

☐ This transfer constitutes a "Permitted Transfer" under the Operating Agreement and does not require consent of other members or managers.

☐ The consent of the required members/managers has been obtained and is attached as Exhibit B.

☐ Any applicable right of first refusal has been waived or has expired without exercise.

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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

The Transferor represents and warrants to the Transferee:

3.1 Ownership

The Transferor is the sole legal and beneficial owner of the Membership Interest being transferred, free and clear of all liens, encumbrances, pledges, security interests, claims, and restrictions on transfer, except as set forth in the Operating Agreement.

3.2 Authority

The Transferor has full power and authority to transfer the Membership Interest. If the Transferor is a trust or entity, all necessary approvals have been obtained.

3.3 Validity

This Agreement constitutes a valid and binding obligation of the Transferor, enforceable in accordance with its terms.

3.4 No Conflicts

The transfer does not violate any law, regulation, court order, or agreement to which the Transferor is a party or by which the Transferor is bound.

3.5 Compliance with Operating Agreement

The transfer complies with all applicable provisions of the Operating Agreement, including any transfer restrictions, permitted transfer provisions, and approval requirements.

3.6 Tax Matters

The Transferor has paid all taxes due with respect to the Membership Interest through the Effective Date.

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ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

The Transferee represents and warrants to the Transferor and the Company:

4.1 Authority

The Transferee has full power and authority to enter into this Agreement and accept the transfer. If the Transferee is a trust or entity, all necessary approvals have been obtained.

4.2 Investment Intent

If applicable, the Transferee is acquiring the Membership Interest for the Transferee's own account and not with a view to distribution or resale. The Transferee understands that the Membership Interest has not been registered under federal or state securities laws.

4.3 Restrictions on Transfer

The Transferee understands that the Membership Interest is subject to restrictions on transfer under the Operating Agreement and applicable law.

4.4 Acceptance of Operating Agreement

The Transferee has received, reviewed, and accepts all terms and conditions of the Operating Agreement and agrees to be bound thereby.

4.5 No Litigation

There is no pending or threatened litigation that would affect the Transferee's ability to accept the transfer or perform obligations under this Agreement.

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ARTICLE 5 - ACKNOWLEDGMENTS

5.1 Tax Consequences

Each Party acknowledges that this transfer may have significant tax consequences, including but not limited to:

• Gift tax consequences (for gift transfers)
• Income tax consequences
• Capital account adjustments
• State transfer taxes (if any)

Each Party has had the opportunity to consult with their own tax advisor regarding the tax consequences of this transfer.

5.2 Capital Account

Upon completion of the transfer:

☐ The Transferor's Capital Account (or the portion thereof attributable to the transferred interest) shall be transferred to the Transferee.

☐ The Capital Accounts shall be adjusted as required by Treasury Regulation Section 1.704-1(b)(2)(iv).

5.3 Distributions and Allocations

☐ All distributions declared after the Effective Date with respect to the transferred Membership Interest shall be paid to the Transferee.

☐ All allocations of profits and losses for the fiscal year in which the transfer occurs shall be allocated between the Transferor and Transferee based on [the number of days each held the interest during the fiscal year / an interim closing of the books / other method permitted by Code Section 706].

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ARTICLE 6 - COMPANY ACKNOWLEDGMENT AND CONSENT

The Company hereby acknowledges the transfer of the Membership Interest and:

☐ Consents to the admission of the Transferee as a substitute Member;

☐ Agrees to update the membership ledger to reflect the transfer;

☐ Confirms that all required consents and approvals have been obtained;

☐ Confirms that the transfer complies with the Operating Agreement.

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ARTICLE 7 - GENERAL PROVISIONS

7.1 Governing Law

This Agreement shall be governed by the laws of the State of [STATE], without regard to conflict of laws principles.

7.2 Entire Agreement

This Agreement, together with the Operating Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof.

7.3 Amendments

This Agreement may be amended only by written instrument signed by all Parties.

7.4 Severability

If any provision is held invalid, the remaining provisions shall remain in effect.

7.5 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

7.6 Notices

Notices shall be in writing and delivered to the addresses set forth above or such other address as a Party may designate.

7.7 Further Assurances

Each Party shall execute such additional documents and take such additional actions as may be necessary to effectuate this transfer.

7.8 Successors and Assigns

This Agreement shall bind and benefit the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

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EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Membership Interest Transfer Agreement as of the date first written above.

TRANSFEROR:

_________________________________________
[TRANSFEROR NAME]
Date: _________________________________

TRANSFEREE:

_________________________________________
[TRANSFEREE NAME]
Date: _________________________________

COMPANY CONSENT AND ACKNOWLEDGMENT:

[COMPANY NAME], LLC

By: ___________________________________
Name: [AUTHORIZED SIGNATORY]
Title: [Member / Manager / Officer]
Date: _________________________________

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EXHIBIT A - JOINDER AGREEMENT

JOINDER TO OPERATING AGREEMENT

The undersigned ("New Member") hereby agrees, effective as of [DATE], to become a party to the Operating Agreement of [COMPANY NAME], LLC dated [DATE] (the "Operating Agreement"), and agrees to be bound by all terms and conditions of the Operating Agreement as a Member.

The New Member acknowledges receipt of a complete copy of the Operating Agreement and all amendments thereto.

New Member Information:

Name: [TRANSFEREE NAME]
Address: [ADDRESS]
Percentage Interest: [___]%
Units (if applicable): [___]
Capital Account Balance: $[AMOUNT]

_________________________________________
[TRANSFEREE NAME]
Date: _________________________________

Accepted:

[COMPANY NAME], LLC

By: ___________________________________
Name:
Title:
Date: _________________________________

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EXHIBIT B - CONSENT OF MEMBERS / MANAGERS (IF REQUIRED)

CONSENT TO TRANSFER OF MEMBERSHIP INTEREST

The undersigned, being [all of the members / the managers / members holding at least [___]% of the Percentage Interests] of [COMPANY NAME], LLC (the "Company"), hereby consent to the transfer of [___]% of the membership interest in the Company from [TRANSFEROR NAME] to [TRANSFEREE NAME] as described in the Membership Interest Transfer Agreement dated [DATE].

☐ The undersigned further consent to the admission of [TRANSFEREE NAME] as a substitute Member of the Company.

☐ The undersigned hereby waive any right of first refusal or other rights with respect to such transfer.

Member / Manager	Signature	Date
[NAME 1]	_________________________________	_____________
[NAME 2]	_________________________________	_____________
[NAME 3]	_________________________________	_____________

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EXHIBIT C - ASSIGNMENT OF MEMBERSHIP INTEREST

ASSIGNMENT OF MEMBERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned, [TRANSFEROR NAME] ("Assignor"), hereby assigns, transfers, and conveys to [TRANSFEREE NAME] ("Assignee"), all of Assignor's right, title, and interest in and to the following membership interest in [COMPANY NAME], LLC (the "Company"):

• Percentage Interest: [___]%
• Units (if applicable): [___]
• Capital Account Balance: $[AMOUNT] (approximate)

Assignor represents and warrants that Assignor is the sole owner of such membership interest, free and clear of all liens and encumbrances.

☐ This assignment is made as a gift for no monetary consideration.
☐ This assignment is made for the consideration set forth in the Membership Interest Transfer Agreement dated [DATE].

Assignee accepts this assignment and agrees to be bound by all terms and conditions of the Operating Agreement.

ASSIGNOR:

_________________________________________
[TRANSFEROR NAME]
Date: _________________________________

ASSIGNEE:

_________________________________________
[TRANSFEREE NAME]
Date: _________________________________

ACCEPTED BY THE COMPANY:

[COMPANY NAME], LLC

By: ___________________________________
Name:
Title:
Date: _________________________________

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SCHEDULE - GIFT TAX CONSIDERATIONS (FOR INFORMATION ONLY)

[// GUIDANCE: This schedule is for informational purposes only. Consult a tax advisor for specific advice.]

Gift Tax Reporting Requirements:

If this transfer is a gift:

• The federal gift tax annual exclusion for 2025/2026 is $[18,000 / CHECK CURRENT AMOUNT] per donee.

• Gifts exceeding the annual exclusion must be reported on IRS Form 709 (Gift Tax Return).

• Gifts to a spouse who is a U.S. citizen qualify for the unlimited marital deduction.

• The lifetime gift tax exemption is $[13.61 million / CHECK CURRENT AMOUNT] (2024, indexed for inflation).

• LLC membership interests are often valued at a discount from the proportionate share of the LLC's net asset value due to lack of marketability and lack of control. A qualified appraisal may be required for gifts of significant value.

State Gift/Transfer Taxes:

Some states impose gift or transfer taxes. Consult local counsel.

Income Tax Basis:

For gift transfers, the Transferee generally takes a carryover basis (Transferor's basis) in the Membership Interest, subject to adjustments.

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[END OF DOCUMENT]