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TexLaw
TexLaw, Attorney
Category: Business Law
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Experience:  Internationational Commercial Attorney
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We currently have an LLC with two members both 50% owners,

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We currently have an LLC with two members both 50% owners, one is selling her portion to the other owner. My question is in regards XXXXX XXXXX sales tax licenses, or contracts signed by the owner that is leaving, do we need to have clauses in her leaving paperwork that says she will remove herself from them, or as they come up or as we discover them can we forward her paperwork to sign and send back? How should that be handled

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.

Best Regards,

ZDN

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