How To Sell An LLC - Bill Of Sale Template

Every member of an LLC owns a percentage of the company. If you decide to sell your ownership interest to someone else, you can document the transfer in an LLC membership interest bill of sale. We offer a free template for an LLC membership interest bill of sale to easily record ownership transfers.

LLC MEMBERSHIP BILL OF SALE TEMPLATE

LLC Membership Interest Bill Of Sale – Free Template

Our LLC membership interest bill of sale template is available for you to print for free. The bill of sale template is designed to be simple to fill out and understand. Like all of our forms, this document is intended for individual use.

Need certificates to show the changes in ownership percentages? We also have a free LLC membership certificate template:

LLC Membership Certificate

What should an LLC membership interest bill of sale include?

While a bill of sale is a relatively straightforward document, there are certain details that are crucial to include. Our free LLC membership interest bill of sale includes the following essential information:

The name of the LLC
The value of the membership interest
The percentage of ownership in the LLC that the membership interest represents
The seller’s name and signature
The buyer’s name and signature
Signatures of LLC members
Dates of all signatures
Statement affirming buyer’s agreement to take on member responsibilities
Statement noting interests are sold as is with no guarantee
Statement that LLC membership interests are free of encumbrances
Statement that full ownership benefits require signatures of all current members

We offer loads of free forms, but we can do a lot more to help you maintain your LLC. We offer registered agent service for LLCs in every state. We form LLCs for $100 plus state fees. You can even hire us for your state’s annual report compliance.

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How do I sell membership interest in an LLC?

Before you do anything else—before you even mention the possibility of selling membership interest—you absolutely need to read your LLC operating agreement. Operating agreements typically detail a specific process for transferring membership interests. Here are a few examples of common restrictions you may encounter:

Your agreement may give the other members of your LLC the right of refusal, meaning you must offer your interest to members before you can offer it to others.
Your agreement may dictate a set value at which you can offer your interest.
Your agreement may require a strict process for determining the value of your interest.
Your agreement may require unanimous consent of members to make a sale or to transfer full membership rights.

Once you’re certain that you’ve met the requirements outlined in your operating agreement, it’s just a matter of making the sale. You can use our free LLC membership bill of sale template to document the sale.

The LLC itself will have a few additional post-sale steps. For instance, the LLC will likely need to amend its operating agreement and its Articles of Organization. We have free templates for these amendments as well:

LLC Articles of Amendment

LLC Operating Agreement Amendment

How do I buy membership interest in an LLC?

We recommend carefully reviewing the LLC operating agreement, doing a credit check, and performing a UCC search with the Secretary of State in the LLC’s state of formation before agreeing to buy any LLC membership interest. If there are debts of the LLC, you should use an attorney-drafted LLC bill of sale, and you should really be spending a couple thousand bucks in legal fees to really know what you’re getting into.

Does Northwest have any other LLC forms?

We do! We have templates for operating agreements, Articles of Organization and more. Or choose “LLC Forms” for a complete list of free forms we offer for LLCs.

Articles of Organization

LLC EIN

LLC Operating Agreement

Single-Member Operating Agreement

Multi-Member Operating Agreement

Manager-Managed Operating Agreement

LLC Forms