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LLC Share Purchase Agreement Template

This LLC Share Purchase Agreement ("Agreement") is made and entered into as of the ___ day of __________, 20___, by and between:

Seller: ________________________________________
Address: ________________________________________
City, State, Zip: ________________________________________
Email: ________________________________________
Phone: ________________________________________

Buyer: ________________________________________
Address: ________________________________________
City, State, Zip: ________________________________________
Email: ________________________________________
Phone: ________________________________________

This Agreement is intended to comply with the laws of the State of __________. Please consult local regulations for any additional requirements.

1. Purchase and Sale of Shares

The Seller agrees to sell, and the Buyer agrees to purchase __________ shares of membership interest in __________ LLC (the "Company") for the total purchase price of $___________ (the "Purchase Price").

2. Payment Terms

  • The Purchase Price shall be paid in full by the Buyer to the Seller on or before the closing date.
  • Payment shall be made via wire transfer, certified check, or cashier's check.

3. Closing

The closing of the transaction contemplated by this Agreement shall take place on or before the ___ day of __________, 20___, at a location mutually agreed upon by both parties.

4. Representations and Warranties

  • The Seller represents that they own the shares free and clear of any liens or encumbrances.
  • The Buyer represents that they have the authority to enter into this Agreement.

5. Indemnification

Both parties agree to indemnify each other for any losses arising from a breach of this Agreement.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of __________.

7. Miscellaneous

  • This Agreement constitutes the entire agreement between the parties.
  • Any amendments must be made in writing and signed by both parties.

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

Seller Signature: ____________________________ Date: ___________

Buyer Signature: ____________________________ Date: ___________

Form Data

Fact Name Description
Definition An LLC Share Purchase Agreement is a legal document that outlines the terms under which shares of a Limited Liability Company (LLC) are bought and sold.
Purpose This agreement serves to protect both the buyer and seller by clearly defining the rights and obligations of each party in the transaction.
Governing Law The agreement typically follows the laws of the state where the LLC is formed, which can vary significantly by jurisdiction.
Key Components Essential elements often include purchase price, payment terms, representations and warranties, and conditions for closing the sale.

LLC Share Purchase Agreement - Usage Guidelines

Completing the LLC Share Purchase Agreement form is an important step in finalizing the purchase of shares in a limited liability company. After filling out this form, you will have a clear and legally binding record of the transaction. Follow the steps below to ensure accuracy and completeness.

  1. Begin by entering the date of the agreement at the top of the form.
  2. Provide the names and addresses of the buyer and seller. Make sure all information is accurate.
  3. Specify the number of shares being purchased. Clearly state the class of shares if applicable.
  4. Indicate the purchase price for the shares. This should be the total amount agreed upon by both parties.
  5. Include payment terms. Specify how and when the payment will be made.
  6. Outline any conditions that must be met before the sale is finalized. This may include approvals or other requirements.
  7. Sign and date the agreement at the bottom. Both the buyer and seller must sign.
  8. Consider having the document notarized for added legal protection.

Once the form is filled out and signed, keep a copy for your records. This will serve as proof of the transaction and can be helpful for future reference.

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Dos and Don'ts

When filling out the LLC Share Purchase Agreement form, it's essential to approach the process carefully. Here are nine important dos and don'ts to consider:

  • Do read the entire agreement thoroughly before signing.
  • Do ensure all parties involved understand their rights and obligations.
  • Do provide accurate and complete information about the shares being purchased.
  • Do consult with a legal professional if you have any questions.
  • Do keep a copy of the signed agreement for your records.
  • Don't rush through the form; take your time to review each section.
  • Don't leave any blank spaces; fill in all required fields.
  • Don't sign the agreement if you are unsure about any terms.
  • Don't forget to date the agreement when signing.

Common mistakes

  1. Incomplete Information: Many individuals fail to provide all required details. Missing names, addresses, or identification numbers can lead to delays or complications.

  2. Incorrect Valuation: Underestimating or overestimating the value of shares is a common error. This can affect negotiations and lead to disputes later on.

  3. Failure to Specify Terms: Not clearly outlining payment terms, such as due dates or methods, can create confusion. Both parties should understand when and how payments will be made.

  4. Ignoring Legal Requirements: Some overlook state-specific regulations. Each state may have unique requirements for LLC agreements that must be adhered to.

  5. Not Including Contingencies: Failing to address potential contingencies can be problematic. Including clauses for unforeseen circumstances helps protect both parties.

  6. Neglecting Signatures: A common oversight is forgetting to sign the agreement. Without proper signatures, the document may not be legally binding.

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