What is a lLC membership interest assignment?
An LLC's owners hold membership interests rather than shares, and most operating agreements say a member can only pass that interest on with the company's approval. Without it, the person taking the interest may end up with a right to profits but no vote and no place as a member. An assignment of membership interest records the transfer itself and, just as importantly, the company's consent to admit the new owner.
This template sets out the percentage being transferred and what the assigning member keeps, the effective date, how distributions either side of that date are split, the price and payment terms, and what happens to the capital account. The assigning member promises clear ownership and paid-up contributions, the newcomer agrees to be bound by the operating agreement, and the company signs a separate consent block at the end.
- Best for
- Selling or passing on all or part of a stake in a small LLC
- Signed by
- The assigning member, the assignee, and the company
- Covers
- Percentage, price, distributions, capital account, consent
- Length
- About 3 pages, initialled by both members
When to use a lLC membership interest assignment
- A founding member selling part of their stake to a new partner
- One co-owner buying out another's interest in a two-member LLC
- Bringing a key employee in as a member by selling them a small percentage
- A member moving their interest into their own holding company
- Recording a family member's purchase of an interest in a family LLC
What you fill in
16 blanks, then the name and email of each person who signs: assigning member, assignee, company (manager or managing member).
1 The parties
- Date of this assignment*
- Assigning member*
- Assigning member's address
- Assignee (person or company)*
- Assignee address
2 The company
- LLC name*
- Formed under the laws of*
- Date of the operating agreement
3 The interest
- Percentage interest transferred*
- Interest the assigning member keeps
- Effective date of the transfer*
- Capital account* transfers with the interest, in proportion · stays with the assigning member
4 The price
- Currency*
- Price*
- How the price is paid*
- Governing law*
5 Who signs
- Assigning member signature and date, initials on every page · The member giving up the interest.
- Assignee signature and date, initials on every page · The person or company taking the interest.
- Company (manager or managing member) signature and date, job title, initials on every page · Signs for the LLC to consent to the transfer and admit the assignee as a member.
What the lLC membership interest assignment covers
- The interest assigned
- Price
- Operating agreement and consent
- Assignor's promises
- Assignee's promises
- Taxes and records
- General
Using the lLC membership interest assignment, step by step
1 Name the members and the LLC
Enter who is giving up the interest, who is taking it, and the LLC with the place it was formed. Add the date of the operating agreement if there is a written one.
2 Describe the interest
Give the percentage or number of units being transferred, what the assigning member keeps, the effective date, and whether the capital account goes with it.
3 Set the price
Enter the amount and how it is paid, whether in one go or over time. A late instalment lets the seller call in the balance.
4 Sign in order
Send it to the two members first and the company's manager last, so the consent is the final signature. The completed PDF and audit trail are saved in your vault.
Tips before you send it
- Read the operating agreement before agreeing a price: many give the other members a right to buy first, or require a unanimous vote to admit a new member.
- Update the company's member register and ownership table on the effective date, and keep a copy of this assignment with them.
- A mid-year transfer affects how profit and loss are reported for tax. Speak to the company's accountant about the allocation method.
- If the price is paid over time, consider whether the seller should keep a security interest until the last payment.
Sign it online in minutes
- Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
- Name who signs. Tick “This is me” for your own part. FileIt builds the PDF with every signature, date and initials box on the right line, and you can check or move anything before sending.
- Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in your vault and emailed to everyone.
LLC membership interest assignment: frequently asked questions
Why does the company need to sign?
Most operating agreements, and many state LLC laws, only let an assignee become a full member with the company's or the other members' consent. The company's signature records that consent and the admission.
Can I transfer only part of my interest?
Yes. Enter the percentage transferred and, if you like, what you keep. You remain a member for the part you keep.
Who gets profits declared before the transfer?
The template gives distributions declared before the effective date to the assigning member and those declared on or after it to the assignee, even if paid later.
Is this the same as a share purchase agreement?
It does the same job for an LLC that a share purchase agreement does for a corporation. LLCs have membership interests, not shares, so the wording and the consent step differ.