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Membership Interest Assignment

Membership Interest Assignment Template for Ireland

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Key Requirements PROMPT example:

Membership Interest Assignment

"I need a Membership Interest Assignment to transfer my 25% membership interest in an Irish tech startup to my business partner, with the transfer to be completed by March 2025 and including standard non-compete provisions for 12 months."

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Document background
The Membership Interest Assignment is a crucial document used in Irish business transactions when transferring ownership interests in companies or business entities. It is commonly required during business restructuring, investment rounds, exit scenarios, or family succession planning. The document must comply with Irish law, particularly the Companies Act 2014 and relevant tax legislation, including stamp duty requirements. It typically includes detailed information about the interests being transferred, consideration, warranties, and necessary corporate approvals. This document is essential for maintaining proper corporate records and ensuring legal compliance with Irish regulatory requirements for ownership transfers. It's particularly important in private company contexts where shares or membership interests are not freely transferable and specific transfer procedures must be followed.
Suggested Sections

1. Parties: Identification of the Assignor (transferring member), Assignee (receiving party), and the Company whose membership interests are being transferred

2. Background: Recitals explaining the context of the assignment, current ownership structure, and intention to transfer

3. Definitions: Definitions of key terms used throughout the agreement, including 'Membership Interest', 'Effective Date', 'Consideration', etc.

4. Assignment and Consideration: Core provision detailing the transfer of membership interest and the payment or consideration being provided

5. Effective Date: Specification of when the transfer becomes effective and any conditions precedent

6. Representations and Warranties: Statements by the Assignor regarding ownership, authority to transfer, and absence of encumbrances

7. Assignor's Covenants: Commitments by the Assignor regarding the transfer and any post-transfer obligations

8. Company Consent: Acknowledgment and consent of the Company to the transfer of membership interest

9. Tax Matters: Provisions regarding stamp duty, capital gains tax, and other tax implications

10. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Optional section for when existing members retain rights to participate in future transfers

2. Drag-Along Rights: Optional section for when majority members can force minority members to join in a sale

3. Non-Compete Provisions: Optional restrictions on the Assignor's future business activities, if relevant

4. Interim Management: Optional provisions governing management during any transition period

5. Earn-Out Provisions: Optional section for when part of the consideration is contingent on future performance

6. Family Law Matters: Optional section addressing spousal consent or family law implications if relevant

7. Pre-emption Rights: Optional section preserving or modifying existing pre-emption rights

8. Regulatory Compliance: Optional section for regulated industries requiring specific compliance provisions

Suggested Schedules

1. Schedule 1 - Details of Membership Interest: Detailed description of the membership interest being transferred, including percentage, class, and rights

2. Schedule 2 - Consideration: Details of the consideration, payment terms, and any adjustments

3. Schedule 3 - Company Information: Key information about the Company, including registration details and current ownership structure

4. Schedule 4 - Encumbrances: List of any existing encumbrances, liens, or restrictions on the membership interest

5. Schedule 5 - Required Consents: List of all required third-party consents and their status

6. Appendix A - Transfer Form: Standard form for recording the transfer in the Company's registers

7. Appendix B - Tax Declarations: Required tax forms and declarations for Irish revenue purposes

8. Appendix C - Corporate Authorizations: Copies of relevant corporate authorizations and resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Financial Services

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Relevant Teams

Legal

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Chief Executive Officer

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Corporate Governance Manager

Business Development Director

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