Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
The sales tax license and contracts should have been signed by the member in her capacity as a member and representative of the LLC, not in her individual capacity. Thus, a transfer is likely not necessary. Nevertheless, you would want to put a clause into your membership transfer agreement that states that she surrenders and disclaims any and all individual rights she obtained through any license, contract or other agreement she executed while acting as a member of the LLC. Further, she would assign all licenses and contractual rights to the LLC that she individually obtained while acting as a member of the LLC. Finally, you would want a clause that requires her to execute any document now or in the future which is needed to complete the transfer of her membership interest or is required to otherwise assign any right that must be transferred to the LLC as a result of the sale of her membership interest.
After she signs this agreement, then she is bound to execute any document that you may need her to sign in the future and if she doesn't you can ask the court to make her sign the documentas she is obligated under the transfer agreement.
Please let me know if you have further questions regarding this matter.
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).