Membership Interest Purchase Agreement
(Short Form) (Pro-Seller)

This membership interest purchase agreement (short-form) (pro-seller) template contemplates the sale of LLC interests from a single seller to a single buyer. This template includes practical guidance, drafting notes, and alternate and optional clauses. This is a short-form agreement, so the representations and warranties are limited and do not delve deeply into the operations of the subject LLC. This template is drafted from a pro-Seller perspective and is structured as a simultaneous signing and closing with no regulatory consents required. Both seller's and purchaser's counsel should carefully review the operating agreement for the LLC whose interests are being sold to ensure that all requirements for the transfer of LLC interests are being met. For an alternate version of this form, see Membership Interest Purchase Agreement (Short Form) (Pro-Buyer). For an agreement where the sale of the membership interest involves real estate, see Membership Interest Purchase Agreement (Limited Liability Company Interest) (Real Estate Single Asset) (Pro-Buyer).