Membership Interest Purchases

The company agreement decides first, and many make a noncomplying transfer void. Under the Texas default rules, the buyer would receive the seller's share of distributions and certain records rights, but would not become a member or gain a vote in management unless the members approved. That is why we collect consents before closing.

Under the Texas default rules, yes. The seller is not released from its liability to the company, such as an unpaid capital contribution, even after the buyer is admitted. A buyer admitted as a member generally takes on the seller's contribution obligations too, except ones it didn't know about and couldn't find in the company agreement, so the MIPA should say what is owed and who pays.

It depends on how the LLC is taxed. A buyer that purchases all of the interests in an LLC taxed as a partnership, or disregarded as a separate entity, is generally treated as buying the company's assets. If the LLC elected corporate taxation, the stock purchase rules apply instead. Buying only part raises separate basis questions, so we work through the treatment with each side's CPA.

Yes. The buyer becomes a member alongside the owners who stay, and the amended company agreement matters as much as the purchase agreement. It should cover management, voting, distributions, future transfers and how any owner can later be bought out.