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Q: Can the sale of an LLC membership interest be accomplished by single document, or must there be separate purchase/sale and assignment documents?
A: It could be done in a single document.
Q: If it must be two instruments, can they be signed contemporaneously?
A: It need no be, but yes, they could be.
Q: Is the Seller exposed in any way during the period between the signing of the purchase/sale and the assignment?
A: Yes, if the first document doesn't anticipate the second in the first document's language.
Q: Once the purchase/sale agreement is signed, is there any basis upon which the Buyer can decline the assignment of interests?
A: Yes, on any ground that the first contract was procured by fraud, mistake, duress, undue influence, etc.
Q: Is there a limit to the amount of time that can transpire between the signing of the purchase/sale and the assignment?
A: Without a specific time, a court would say "reasonable," which could be anything depending upon circumstances.
Between the assignment and the closing date?
A: Assuming that there is a closing date, then any time before closing.
Q: If the LLC Operating Agreement contains this language: "Distributions made in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-I(b)(2)(ii)(b)(2), " can that language be used in place of a stating a sum certain in the purchase/sale or assignment agreements?
A: Yes, as long as the transaction is being made in good faith, and the amounts can be reasonably calculated.
Q: Must the determination of account balances precede the signing of either document?
Hope this helps.
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Wouldn't need multiple signatures. Just the verbiage.
A closing suggests an escrow company or neutral third party closing attorney. That's not strictly necessary, but the more valuable and complex the property, the more useful the escrow.
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