Assignment Interest Agreement With Partnership

State:
Multi-State
Control #:
US-LLC-0908
Format:
Word; 
Rich Text
Instant download

Description

The Assignment Interest Agreement with Partnership is a legal document designed to facilitate the transfer of a member's ownership interest in a limited liability company (LLC) from one individual (the Assignor) to another (the Assignee). The key features of this form include the acknowledgment of the value of the interest being assigned, stipulations regarding the assignability of membership interests, and conditions under which the Assignee may become a member of the LLC. It clarifies that the Assignee, upon assignment, will obtain the right to receive distributions and allocations of profits but does not automatically gain membership rights unless specified in the operating agreement or consented by other members. The form also details the ongoing liabilities of the Assignor to the LLC, ensuring that prior obligations remain intact even after the assignment. Filling out the form involves entering the names of the Assignor and Assignee, the LLC's name, and the date of the agreement. This form is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants who are involved in the restructuring or management of an LLC, providing clarity and legal compliance in the transfer of membership interests.
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FAQ

How to Write a Partnership Agreement Outline Partnership Purpose. ... Document Partner's Name and Business Address. ... Document Ownership Interest and Partner Shares. ... Outline Partner Responsibilities and Liabilities. ... Consult With a Lawyer.

To be legally enforceable, an Assignment of Partnership Interest must be signed by the assignor, the assignee, and all the remaining members of the partnership. If applicable, witnesses to the signing need to sign the document as well. The signatures do not need to be notarized to be valid.

General Rule. Since the interest of a partner in the partnership is treated as a capital asset, the sale or exchange of a partner's interest will result in capital gain or loss to the transferor partner. I.R.C. § 741(a).

Partnerships file Form 8308 to report the sale or exchange by a partner of all or part of a partnership interest where any money or other property received in exchange for the interest is attributable to unrealized receivables or inventory items (that is, where there has been a section 751(a) exchange).

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Assignment Interest Agreement With Partnership