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LLC Member Withdrawal Agreement

This template is a formal agreement used when a member withdraws from a Limited Liability Company (LLC), outlining the terms and conditions of their departure, including the buy-out of their ownership interest. It should be used to clearly define the separation process and protect the interests of both the departing member and the LLC.

Updated 15d ago
LLCmember withdrawaloperating agreementequitybusiness separationlegal agreementbuy-out

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

LLC MEMBER WITHDRAWAL AGREEMENT

This LLC Member Withdrawal Agreement ("Agreement") is made and entered into as of {{effective_date}}, by and between {{llc_name}}, a Limited Liability Company organized under the laws of {{state_of_formation}} (the "Company"), and {{withdrawing_member_name}} (the "Withdrawing Member").

RECITALS

WHEREAS, the Withdrawing Member is currently a member of the Company, holding a {{percentage_ownership}}% ownership interest;

WHEREAS, the Withdrawing Member desires to withdraw from the Company and relinquish all of their membership interests, rights, and obligations in the Company; and

WHEREAS, the Company and the remaining members desire to accept such withdrawal and acquire the Withdrawing Member's ownership interest under the terms set forth herein.

WITHDRAWAL AND RELEASE OF INTERESTS

Effective upon the {{effective_date}}, the Withdrawing Member hereby withdraws from the Company and forever relinquishes, sells, assigns, and transfers to the Company or its designated assignee(s) all of their right, title, and interest in and to the Company, including, but not limited to, all capital accounts, profits, losses, distributions, and voting rights.

The Withdrawing Member acknowledges and agrees that upon the execution of this Agreement, they shall cease to be a member of the Company and shall have no further claims or rights against the Company or its remaining members, except as expressly provided in this Agreement.

CONSIDERATION FOR WITHDRAWAL

In consideration for the Withdrawing Member's withdrawal from the Company and the relinquishment of all their interests, the Company shall pay to the Withdrawing Member a total sum of {{buyout_amount}} ({{currency}}).

The payment shall be made in the following manner:

a) An initial payment of {{initial_payment_amount}} ({{currency}}) upon the execution of this Agreement.

b) The remaining balance of {{remaining_balance_amount}} ({{currency}}) shall be paid in {{number_of_installments}} installments of {{installment_amount}} ({{currency}}) each, payable on the {{payment_day}} day of each month, commencing on {{first_installment_date}} until fully paid.

REPRESENTATIONS AND WARRANTIES OF WITHDRAWING MEMBER

The Withdrawing Member represents and warrants that they are the sole legal and beneficial owner of all membership interests being relinquished, free and clear of all liens, encumbrances, and adverse claims.

The Withdrawing Member further represents and warrants that they have the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

INDEMNIFICATION

The Withdrawing Member agrees to indemnify and hold harmless the Company and its remaining members from and against any and all claims, liabilities, costs, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to their period of membership in the Company, except for claims arising from the gross negligence or willful misconduct of the Company or its remaining members.

CONFIDENTIALITY

The Withdrawing Member agrees to maintain in strict confidence all confidential and proprietary information of the Company, including but not limited to, trade secrets, customer lists, financial data, and business strategies, both during and after their withdrawal from the Company.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the {{state/country_of_governance}}, without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this LLC Member Withdrawal Agreement as of the Effective Date first written above.

FOR THE COMPANY:

_____________________________

By: {{authorized_company_signatory}}

Title: {{company_signatory_title}}

Date: {{company_signature_date}}

WITHDRAWING MEMBER:

_____________________________

{{withdrawing_member_name}}

Date: {{withdrawal_member_signature_date}}

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