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Form #1691Assignment of Limited Liability Company Interest
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This is a document that can be used when assigning a members LLC interest to another person.
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ASSIGNMENT OF
LIMITED LIABILITY COMPANY INTEREST AGREEMENT
This Assignment Agreement (the "Agreement") is
entered into this _____________, by and between ________ of [*______*],
[*______*], [*______*]Â [*______*]Â ("Assignor") and ___________i of
[*______*], [*______*], [*______*]Â [*______*] ("Assignee").
Recitals
A.           WHEREAS, Assignor is
a member in a limited liability company (the "Company ") established
by an operating agreement executed on _________ (the "Operating
Agreement"); and
B.           WHEREAS, Assignor
desires to assign his interest (the "Interest") in the Company to
Assignee; and
C.           WHEREAS, Assignee
desires to obtain the Interest subject to the conditions and terms of this
Agreement; and
D.           WHEREAS, the
remaining members in the Company (the "Members") intend to consent to
the admission of the Assignee to the Company as a member.
               NOW, THEREFORE, in consideration of the
mutual covenants contained herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.           Assignment of Interest
Assignor hereby assigns all of his right, title and interest
in the Company, being a ___% share of the business and profits of the Company
to Assignee.
2.           Acceptance of Assignment
Assignee hereby accepts the assignment of the Interest
subject to the terms and conditions of this Agreement.
3.           Purchase Price; Payment
Assignee shall pay Assignor for the assignment of the
Interest $_________.00, payable according to the terms of Schedule 1 attached
hereto and incorporated by reference herein.
4.           Release of Liability; Indemnification
The Members hereby relieve Assignor of any liability for any
debts or other obligations of the Company arising from, related to, or in
connection with the business or operations of the Company, and agree to
indemnify and hold Assignor harmless from and against any claim, lawsuit or
action at law or in equity threatened or filed by any creditor of the Company
which seeks to name, or does name, Assignor as an obligor of any debt or
obligation of the Company.
5.           Future Profits; Future Liabilities
Assignee shall be entitled to receive, and shall receive,
all future shares of profits or any distribution of assets of the Company
attributable to the Interest, and shall assume liability for a proportionate
share of all future losses and liabilities of the Company.
6.           Acceptance of Assignment
The Members understand, agree and consent to the assignment
by Assignor of the Interest to the Assignee, and agree that Assignee shall
participate in the management of the Company's affairs and the control of the
business, and release Assignor from any additional liabilities incurred by the
Company after the date of execution hereof.
7.           Construction and Interpretation
This Agreement shall be construed and interpreted in
accordance with the substantive laws of the State of Wisconsin, including that
State's codification of the Wisconsin Limited Liability Company Act, without
reference to the principles of conflict of laws of such State.
8.           Descriptive Headings
The descriptive headings of the several articles and
sections contained in this Agreement are included for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
9.           Multiple Counterparts
This Agreement may be executed in a number of identical
counterparts, each of which, for all purposes, is to be deemed as original, and
all of which constitute, collectively, one agreement; but in making proof of
this Agreement, it shall not be necessary to produce or account for more than
one such counterpart.
10.         Effective Date
For all purposes hereof, this Agreement shall be deemed
effective as of the date first mentioned above.
ASSIGNEE:
                                                                                                              Â
MEMBERS:
By:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
By:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
Attorney Advertising
Fernandes Law Firm
is only advertising in states where they are admitted to practice
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Contributed by
JP |
|
Name of Firm |
Fernandes Law Firm |
Profession |
Lawyer |
Number of lawyers in firm |
1 |
Branch of Law |
Corporate, Contract, Commercial, Shareholder Disputed, |
Location |
Milwaukee,
Wisconsin,
United States |
Principal Office Address |
500 W Silver Spring Dr. K-200
Milwaukee, WI 53217. |
Practicing law since |
5/27/1997 |
Total Forms Contributed |
6 |
Phone |
414-915-6599 |
Website |
www.businesslawyerofmilwaukee.com |
J.P. Fernandes, Esq. is an informed experienced transactional and commercial attorney who counsels businesses on an array of organizational questions and planning matters. These include shareholder, contract, finance, and private placements, as well as issues related to the sale and purchases of businesses. J.P. Fernandes is licensed by the State of Wisconsin and Federal Bars and admitted to practice in the Federal District Court, Eastern District of Wisconsin, the Wisconsin Supreme Court, and the Court of International Trade, (Customs Court Located in New York, New York). |
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JP's Forms |
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Submissions to this site, including any legal or business forms, posts, responses
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not be construed as legal advice. You are strongly encouraged to consult competent
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site.
These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
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Please note that the donator may have included different usage terms regarding this
form, and you agree to abide by these terms. It is highly recommended that you have
a licensed attorney review any legal documents for which you are searching in order
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Your use of this site constitutes your acceptance of our terms of use and your agreement
to hold this site, its officers, employees and any contributors to this site harmless
for any damage you might incur from your use of any submissions contained on this
site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
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Keywords: LLC, limited liability company, assignment
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