Transfers made in connection with an initial public offering of the LLC's securities are also usually permitted.ĭespite any permitted transfer or other provision of the LLC agreement, if the LLC is treated as a partnership for US federal income tax purposes, any transfer-or withdrawal-that would cause the LLC to be treated as a corporation for US federal income tax purposes is generally prohibited. LLC agreements with a general prohibition typically permit certain transfers to closely related people, such as immediate family members, affiliates, and controlled entities (such as family trusts). Most LLC agreements have a rule that members cannot sell or otherwise transfer their LLC interests unless approved in advance (typically by the manager or some percentage of the members) or allowed under another provision of the transfer section, such as an ROFR or ROFO. This article discusses the different types of transfer provisions commonly found in LLC agreements, including transfer restrictions, rights of first refusal (ROFR), rights of first offer (ROFO), drag-along rights, tag-along rights, and buy-sell provisions.
LLC agreements often include transfer provisions, which can: Members of most limited liability companies (LLCs) enter into LLC agreements-also referred to as operating agreements-to document private agreements among themselves and to supplement or alter the default rules set out in the applicable LLC laws.
0 kommentar(er)
