LLC Membership-Interest Transfer and Admission Packet - Delaware

DELAWARE LLC MEMBERSHIP-INTEREST TRANSFER AND ADMISSION PACKET

Assignment and admission. An assignment ordinarily does not, by itself, admit an assignee as a member. Check the operating agreement and the special rule in 6 Del. C. § 18-704(a)(3) for a sole member's voluntary assignment of all interests to one assignee before deciding whether separate consent is needed.

Scope gate. Excludes securities advice, tax opinions or elections, divorce/death orders, pledges and foreclosures, valuation disputes, mergers/conversions, employee-equity plans, professional/regulated eligibility, and contested transfers.

1. TRANSACTION INTAKE

☐ Delaware certificate of formation, operating agreement, amendments, side letters, cap table, interest certificates, and prior transfer restrictions collected.

☐ Liens, charging orders, pledges, buy-sell rights, rights of first refusal, and consent rights searched.

2. DELAWARE LEGAL SPLIT

The LLC agreement controls. Unless it provides otherwise, an assignment gives the assignee economic rights but no management or member powers. Admission follows the agreement or, by default, the vote or consent of all members. Section 18-704(a)(3) supplies a separate default path when the sole member voluntarily assigns all LLC interests to one assignee, unless the agreement specifically changes that rule or the assignment provides otherwise. Under § 18-702(b)(3), a member who assigns all of that member's interest ordinarily ceases to be a member, subject to the LLC agreement.

☐ Operating-agreement transfer restriction and its enforceability analyzed.

☐ Admission path identified: operating agreement, all-member consent, or the sole-member rule in § 18-704(a)(3).

☐ No admission right inferred from payment of the purchase price alone.

3. ECONOMIC-INTEREST ASSIGNMENT

For value received, [Transferor] assigns to [Transferee] the following economic or transferable interest, subject to the operating agreement and this packet:

Assigned interest: [____________________________________________________________]

Effective time: [____________________________________________________________]

Unless admitted under the operating agreement, by the required member consent, or under § 18-704(a)(3), the transferee receives only the rights validly assigned and does not receive voting or management rights by assignment alone. Any information or agency rights require their own governing basis.

Transferor signature: [________________] Date: [__/__/____]

Transferee signature: [________________] Date: [__/__/____]

4. COMPANY AND MEMBER CONSENT

The undersigned approve only the boxes marked below:

☐ Waiver of transfer restriction / right of first refusal.

☐ Recognition of economic-interest assignment.

☐ Admission of transferee as a member by consent effective [__/__/____].

☐ Existing admission under the sole-member assignment rule in § 18-704(a)(3) acknowledged; effective time: [________].

☐ Allocation of voting percentage: [________].

☐ Appointment as manager or officer under separate authority.

☐ Amendment of operating agreement and schedules.

5. ADMISSION AND JOINDER

If admission occurs under the checked path, [Transferee] acknowledges admission as a member, agrees to be bound by the operating agreement as amended, and assumes only those obligations validly imposed by the agreement and applicable law.

☐ Complete operating agreement delivered to transferee.

☐ Joinder signed.

☐ Contribution obligation, capital account, tax allocation, and distribution percentage separately documented.

☐ Authority to bind the LLC is ☐ granted by separate resolution ☐ not granted.

Admitted member: [________________] Date: [__/__/____]

6. REPRESENTATIONS AND CLOSING CONDITIONS

Each party must select and customize any representation used; delete unsupported statements.

☐ Transferor owns the assigned interest, subject to disclosed liens: [________].

☐ Required third-party and company consents are attached.

☐ No undisclosed promise of membership, management authority, tax result, valuation, or liquidity is made.

☐ Securities-law and tax review completed by qualified advisers or expressly left outside this packet.

☐ Closing funds, releases, certificates, and escrow instructions reconciled.

7. COMPANY RECORDS AND PUBLIC FILINGS

☐ Member ledger and capitalization schedule updated only to reflect completed steps.

☐ Operating-agreement schedule and admission joinder attached.

☐ Certificates canceled/reissued if the LLC uses certificates.

☐ Bank and signing authority updated by separate resolution.

☐ Delaware certificate of formation reviewed for optional provisions affected by the transfer; the manager, or a member if there is no manager, must promptly amend it upon learning that a statement was false when made or has become materially false. A membership transfer alone does not require an annual report or information statement for a Delaware LLC.

☐ Delaware annual LLC tax status checked separately; the tax is not an ownership-change filing.

☐ Foreign registrations reviewed separately.

8. COMPLETION CERTIFICATE

Authorized company representative: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Delaware Code, assignment of LLC interests
• Delaware Code, members and admission
• Delaware Code, certificate of formation and amendments
• Delaware Division of Corporations, LLC annual tax instructions

The certificate and annual-filing classifications above were checked on 2026-10-28 and must be checked again before closing.