This form may be used to transfer all or part of a member’s interest in the LLC to another person or entity. Such a transfer could be for a variety of reasons, such as a sale or gift or for estate planning purposes (transferring the interest to a living trust, for example). The practitioner should consult the Texas Business Organizations Code and the provisions of the applicable company agreement regarding the requirements and effects of a transfer. See Tex. Bus. Orgs. Code §§ 101.103(c), 101.108–.111. Transfers of membership interests to trusts can affect trust taxation; in such cases, a tax adviser should be consulted.
Membership Interest Transfer Authorization and Consent
FOR VALUE RECEIVED, [name of transferor] hereby assigns and transfers to [name of transferee] [all/[percent] percent ([percent]%) of [his/her] membership and ownership interest [include if certificated: represented by certificate number [number]] (“Membership Interest”) in [name of LLC] LLC, a Texas limited liability company (the “Company”), and appoints the incumbent [Manager[s]/Member[s]/officer[s]] of the Company to transfer the Membership Interest on the books of the Company with full power of substitution. [Name of transferee] is hereby granted the right to become a Member of the Company.
Dated: [date]
[Name of transferor]
ACCEPTANCE:
[Name of transferee] hereby accepts the Membership Interest, consents to becoming a Member of the Company, and accepts the provisions of the Company Agreement of the Company dated [date].
[Name of transferee]
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Include the following if the company agreement requires member consent to the transfer. |
CONSENTED TO BY:
[Name of member]
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Repeat signature lines for all members. |