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Sale Of LLC Membership Interest Agreement Template for Philippines

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Key Requirements PROMPT example:

Sale Of LLC Membership Interest Agreement

"I need a Sale of LLC Membership Interest Agreement for the sale of my 30% membership interest in a technology services LLC to a Philippine corporation, with a purchase price of 5 million PHP to be paid in three installments throughout 2025, including standard non-compete provisions."

Document background
The Sale Of LLC Membership Interest Agreement is a crucial document used when transferring ownership interests in a Limited Liability Company within the Philippine legal framework. This agreement becomes necessary when an existing LLC member wishes to sell their ownership stake to another party, whether domestic or foreign. The document must carefully navigate Philippine business law, which doesn't directly recognize LLCs but handles them through provisions applicable to foreign business entities. The agreement typically includes detailed sections on purchase price, transfer mechanics, representations and warranties, and regulatory compliance requirements. It's particularly important in cross-border transactions where international businesses structured as LLCs interact with Philippine legal requirements. The document must ensure compliance with the Revised Corporation Code of the Philippines, relevant tax regulations, and foreign investment laws while protecting both parties' interests in the transaction.
Suggested Sections

1. Parties: Identifies and provides details of the Seller and Buyer of the LLC membership interest

2. Background: Describes the LLC, the membership interest being sold, and the context of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase of Membership Interest: Details the specific membership interest being sold and purchased

5. Purchase Price: Specifies the purchase price and valuation method for the membership interest

6. Payment Terms: Outlines the payment schedule, method, and any conditions for payment

7. Closing: Specifies the closing date, deliverables, and conditions precedent

8. Representations and Warranties of Seller: Seller's assertions regarding ownership, authority, and status of the LLC and membership interest

9. Representations and Warranties of Buyer: Buyer's assertions regarding authority and capacity to purchase

10. Covenants: Ongoing obligations of the parties before and after closing

11. Tax Matters: Addresses tax implications and responsibilities under Philippine tax laws

12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

13. Miscellaneous: Standard provisions including notices, amendments, severability, and entire agreement

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities

3. Security Arrangements: Used when payment is secured by collateral or guarantees

4. Management Transition: Include when seller has been involved in LLC management

5. Foreign Ownership Compliance: Required when transaction involves foreign ownership considerations

6. Regulatory Approval: Include when transaction requires specific regulatory approvals

7. Third-Party Consents: Used when transfer requires consent from other LLC members or third parties

Suggested Schedules

1. Schedule A - Membership Interest Details: Detailed description of the membership interest being transferred

2. Schedule B - Purchase Price Calculation: Breakdown of purchase price calculation and adjustments

3. Schedule C - LLC Information: Key information about the LLC including financial statements and material contracts

4. Schedule D - Encumbrances: List of any existing liens or encumbrances on the membership interest

5. Schedule E - Required Consents: List of required third-party or regulatory consents

6. Appendix 1 - Closing Deliverables: Checklist of documents required at closing

7. Appendix 2 - Transfer Instruments: Forms of transfer documents required under Philippine law

8. Appendix 3 - Tax Certificates: Required tax clearances and certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses








































Relevant Industries

Legal Services

Business Services

Corporate Services

Financial Services

Investment Banking

Private Equity

Venture Capital

Manufacturing

Technology

Real Estate

Retail

Professional Services

Cross-border Trade

International Business

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Due Diligence

Mergers & Acquisitions

Corporate Governance

Business Development

International Business

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Managing Partner

Business Development Director

Investment Manager

Corporate Secretary

Tax Director

Compliance Officer

Due Diligence Officer

Mergers & Acquisitions Manager

Private Equity Manager

Business Owner

Managing Member

Corporate Governance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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