Fill and Sign the Llc Transfer of Ownership Form

- 1 - Assignment of Member Interestin ______________________________ A Limited Liability Company FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, _____________________________, “Assignor”, Member of _______________________________, a ______________________ Limited Liability Company, hereinafter “Company”, does hereby assign, transfer and warrant to __________________________, “Assignee”, all of Members ownership interest in the Company. Except as otherwise provided in the operating agreement, a membership interest in a limited liability company is assignable in whole or in part. The operating agree ment of the Company does not prohibit assignment of a Members interest. An assignment of this interest does not dissolve the company or entitle the assignee to become or to exercise any ri ghts of a member. An assignment entitles the assignee to receive, to the extent assigned, the distributions of cash and other property and the allocations of profits, losses, income, gains, deductions, credits, or similar items to which the assignee's assignor would have been entitled. The Assignor ceases to be a member upon assignment of all the assignor's membership interest. E xcept as provided herein, until Assignee becomes a member, the assignee does not have liabilit y as a member solely because of the assignment. Assignee may become a member if and to the extent that the assignor gives the a ssignee that right and either of the following occurs: (1) The assignor has been given the authority in writing in the operating agreement to give an assignee the right to become a member. (2) All other members consent. By execution hereof, Assignor, gives to Assignee the right to become a Member of the Company. Once Assignee becomes a member, he has to the extent assigned the rights and powers of a member under the operating agreement is subject to the restrictions and lia bilities of a member under the operating agreement. Assignee is liable for the obligations of Assignor to make contributions as provided by law. Assignee is not obligated for liabilities that could not be - 2 - ascertained from a written operating agreement and that were unknown to Assignee at the time he becomes a member. Assignor is not released from his liability to a limited liability company for past capital contributions required by law whether or not the assignee becomes a member. DATED this the _________ day of ___________, 20___. __________________________ Member