LLC Membership-Interest Transfer and Admission Packet - Massachusetts

MASSACHUSETTS LLC MEMBERSHIP-INTEREST TRANSFER AND ADMISSION PACKET

Admission check. Assignment of an LLC interest ordinarily transfers economic rights without member status. Before recording the buyer as a member, document approval by all members other than the assignor or compliance with the written operating agreement's admission procedure under ch. 156C, § 41.

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

☐ Articles, operating agreement, amendments, side letters, cap table, certificates, and transfer restrictions collected.

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

2. MASSACHUSETTS LEGAL SPLIT

Under Mass. Gen. Laws ch. 156C, § 39, assignment transfers the assigned economic and tax-allocation rights. An assignee may also participate in management upon approval of all members other than the assignor or compliance with a written operating-agreement procedure. Unless the operating agreement provides otherwise, assignment of all of a member's interest ends that membership. Under § 41, an assignee becomes a member through the written operating agreement's procedure or approval of all members other than the assignor. Section 9 reserves statutory inspection of LLC records to members and managers.

☐ Operating-agreement transfer restriction and its enforceability analyzed.

☐ Required company/member consent identified.

☐ 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: [____________________________________________________________]

By this assignment alone, the assignee receives the assigned economic rights but does not acquire voting, management, agency, or member-inspection rights. An approval or written operating-agreement procedure may separately confer management or membership rights under §§ 39 and 41.

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 effective [__/__/____].

☐ Allocation of voting percentage: [________].

☐ Appointment as manager or officer under separate authority.

☐ Amendment of operating agreement and schedules.

5. ADMISSION AND JOINDER

If admission is approved, [Transferee] accepts 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.

☐ Current state filing rules and the LLC public record reviewed; any required amendment or report prepared separately.

☐ Foreign registrations reviewed separately.

8. COMPLETION CERTIFICATE

Authorized company representative: [________________________________]

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

SOURCES AND REFERENCES

• Massachusetts Legislature, G.L. c. 156C, § 39
• Massachusetts Legislature, G.L. c. 156C, § 41
• Massachusetts Legislature, G.L. c. 156C, § 9

Law and filing classifications above are verified as of 2026-11-05 and must be checked again before closing.