District of Columbia Sale and Assignment of a Majority Ownership Interest in a Limited Liability Company Pursuant to an Installment Sales Agreement and Retaining a Security Interest in the Membership Interest Being Sold and Assigned Until Paid

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US-01589BG
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A limited liability company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.


A membership interest may be used to refer to the ownership interest of a member in the LLC. The word unit is often used to reflect the membership interests of a member in the LLC. Some LLC's issue membership interest certificates. To become a new member of the LLC the consent of majority of the members is necessary. A transfer of units of an existing member does not automatically include membership into the LLC.

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  • Preview Sale and Assignment of a Majority Ownership Interest in a Limited Liability Company Pursuant to an Installment Sales Agreement and Retaining a Security Interest in the Membership Interest Being Sold and Assigned Until Paid
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FAQ

As for the legality of ownership, an LLC is allowed to be an owner of another LLC. LLC owners are known as members. LLC laws don't place many restrictions on who can be an LLC member.

The transfer of membership interest in LLC entities is done through an LLC Membership Interest Assignment. This document is used when an owner (member) of an LLC wants to transfer their interest to another party. They are typically used when a member plans to leave or wants to relinquish their interest in the business.

A MIPA is a Membership Interest Purchase Agreement. A MIPA is used by a member of an LLC to sell all or a portion of his or her membership interest in the LLC to another party. The key terms in a MIPA include the purchase price, instructions for closing, and representations and warranties for each party.

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.

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.

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.

Assignment of interest in LLCs happens when a member communicates to other members his/her intention to transfer part or all of his ownership rights in the LLC to another entity. The assignment is usually done as a means for members to provide collateral for personal loans, settle debts, or leave the LLC.

Rather than issuing stock options like you would in a corporation, in an LLC you hold membership interests. If you're the sole member of an LLC, you retain 100% equity. However, if you're part of a multiple-member LLC, equity is distributed among members based on the terms of your operating agreement.

The assignment of interest is typically different from selling the ownership stake. Selling a member's ownership stake in the LLC requires unanimous approval by the other members. A departing member may also assign his membership to another member.

An assignment of membership interest is a legal document that allows members of a Limited Liability Company (or LLC) to reassign their interest in the company to a different party. LLC laws are different from state to state, so what's required in an assignment of membership agreement changes.

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District of Columbia Sale and Assignment of a Majority Ownership Interest in a Limited Liability Company Pursuant to an Installment Sales Agreement and Retaining a Security Interest in the Membership Interest Being Sold and Assigned Until Paid