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This Agreement evidences terms on which Pledgor grants to Lender a security interest in and to the Pledged Membership Interests.
LLC MembersThe membership interest is not based on the number of shares a person owns; instead, a person invests money or property into the business and receives an ownership interest based on the amount of his investment.
A membership interest represents an investor's (called a "member") ownership stake in an LLC. A person who holds a membership interest has a profit and voting interest in the LLC (although these may be amended by contract). Ownership in an LLC can be expressed by percentage ownership interest or membership units.
Under most circumstances, an LLC interest is a general intangible, and the lender will perfect its security interest by filing an initial UCC financing statement in the state where the pledgor is located, which for an individual pledgor is the state of his/her principal residence and for a registered organization
With LLCs, members own membership interests (sometimes called limited liability company interests) in the Company which are not naturally broken down into units of measure. You simply own a membership interest in the Company and part of your agreement with the other members is to describe what and how much you own.
Subtract the company's debts and add the amount of any cash reserves. Multiply this result by a factor mutually agreed upon by the members to get the estimated value of the company. This may vary based on the industry and the company's stability.
As a result, lenders desiring to secure their loans with an equity pledge (typically either in the borrower itself or its subsidiaries) are increasingly taking pledges of LLC membership interests as part of their collateral.
Under this definition, a membership interest in an LLC is a security for California law purposes unless all of the members are actively engaged in management. Thus, interests in a manager-managed LLC where not all members are managers are securities under California law.
Selling a percentage of your LLC to a new member requires you to update the company's operating agreement, adding the new member to the list of existing members and changing the relevant ownership percentages. A capital account should be created for the new member in the company's accounting system.