In the absence of a valid restriction, a member in an LLC may transfer his/her interest in the LLC (usually expressed in membership units ) to anyone. Restrictions on the transfer of membership units are valid if they are not unreasonable. This form provides that the LLC has the right to purchase a members membership units upon his death. The LLC can fund this transaction through a life insurance policy on the members life with the proceeds going to the LLC. The proceeds will then be used to buy the deceased members membership units.
A restriction on the right to transfer membership units is not effective against a purchaser of the unit unless the purchaser knows of the restriction. Such a restriction can be conspicuously noted on the membership certificates.
This form is set up as a Buy Sell Agreement between the LLC and a key member. It applies in the case of the death, disability, retirement or offer of member to sell his membership units during his lifetime.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Kings New York Buy Sell or Stock Purchase Agreement between Individual Members Covering Membership Units in a Limited Liability Company — LL— - with an Option to Fund the Purchase through Life Insurance is a legally binding document outlining the terms and conditions for the buying or selling of membership units within a Limited Liability Company. This agreement provides a structured framework for individuals to transfer ownership or purchase membership units while also incorporating the option to utilize life insurance funds to finance the transaction. In the context of Kings New York, there may be different types of Buy Sell or Stock Purchase Agreements available to cater to specific needs or situations. Some of these variations may include: 1. Cross-Purchase Agreement: In this agreement, fellow members of the LLC have the option to purchase the membership units of a deceased or departing member. The life insurance proceeds would be used to fund this purchase. 2. Entity-Purchase Agreement: This agreement allows the LLC itself to purchase the membership units of a deceased or departing member. The agreement provides for the use of life insurance proceeds to finance the purchase. 3. Wait-and-See Agreement: This type of agreement provides flexibility by allowing the surviving members or the LLC to decide whether they will purchase the membership units from the departing member's estate or transfer them to a third-party buyer. Regardless of the specific type of agreement, the Kings New York Buy Sell or Stock Purchase Agreement between Individual Members Covering Membership Units in an LLC typically includes the following key components: 1. Agreement Parties: Names and contact information of the individual members involved. 2. Membership Units: Detailed description and valuation of the membership units being bought or sold. 3. Purchase Price: The agreed-upon price for the membership units. 4. Terms and Conditions: Specific terms and conditions governing the purchase or sale, including rights and obligations of the parties involved. 5. Funding Mechanism: Provision for utilizing life insurance proceeds for financing the purchase of membership units. 6. Life Insurance Policy Details: Documentation of the life insurance policies involved, including policy numbers and beneficiaries. 7. Closing Process: Steps and timelines for completing the transaction, including the transfer of ownership and necessary legal documentation. 8. Dispute Resolution: Mechanisms for resolving any potential conflicts or disputes arising from the agreement. 9. Governing Law: Specification of the jurisdiction and laws under which the agreement will be interpreted and enforced. It is essential to consult legal professionals who specialize in business transactions and understand the specific provisions of the Kings New York jurisdiction when drafting or entering into such agreements.Kings New York Buy Sell or Stock Purchase Agreement between Individual Members Covering Membership Units in a Limited Liability Company — LL— - with an Option to Fund the Purchase through Life Insurance is a legally binding document outlining the terms and conditions for the buying or selling of membership units within a Limited Liability Company. This agreement provides a structured framework for individuals to transfer ownership or purchase membership units while also incorporating the option to utilize life insurance funds to finance the transaction. In the context of Kings New York, there may be different types of Buy Sell or Stock Purchase Agreements available to cater to specific needs or situations. Some of these variations may include: 1. Cross-Purchase Agreement: In this agreement, fellow members of the LLC have the option to purchase the membership units of a deceased or departing member. The life insurance proceeds would be used to fund this purchase. 2. Entity-Purchase Agreement: This agreement allows the LLC itself to purchase the membership units of a deceased or departing member. The agreement provides for the use of life insurance proceeds to finance the purchase. 3. Wait-and-See Agreement: This type of agreement provides flexibility by allowing the surviving members or the LLC to decide whether they will purchase the membership units from the departing member's estate or transfer them to a third-party buyer. Regardless of the specific type of agreement, the Kings New York Buy Sell or Stock Purchase Agreement between Individual Members Covering Membership Units in an LLC typically includes the following key components: 1. Agreement Parties: Names and contact information of the individual members involved. 2. Membership Units: Detailed description and valuation of the membership units being bought or sold. 3. Purchase Price: The agreed-upon price for the membership units. 4. Terms and Conditions: Specific terms and conditions governing the purchase or sale, including rights and obligations of the parties involved. 5. Funding Mechanism: Provision for utilizing life insurance proceeds for financing the purchase of membership units. 6. Life Insurance Policy Details: Documentation of the life insurance policies involved, including policy numbers and beneficiaries. 7. Closing Process: Steps and timelines for completing the transaction, including the transfer of ownership and necessary legal documentation. 8. Dispute Resolution: Mechanisms for resolving any potential conflicts or disputes arising from the agreement. 9. Governing Law: Specification of the jurisdiction and laws under which the agreement will be interpreted and enforced. It is essential to consult legal professionals who specialize in business transactions and understand the specific provisions of the Kings New York jurisdiction when drafting or entering into such agreements.
