This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) dated 2026

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The document is a Membership Interest Purchase Agreement dated 2015, involving RCPA Development Co. Tenant, L.L.C., National Trust Community Investment Fund, LLC, and River Center for the Performing Arts Manager, L.L.C. It outlines the terms under which the Investor Member (National Trust) sells its membership interest in the Company to the Purchaser (River Center). The agreement details the purchase price of $1,242,563, payment methods, closing conditions, representations and warranties from both parties, indemnification clauses, and other legal stipulations governing the transaction.

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Click ‘Get Form’ to open the Membership Interest Purchase Agreement in the editor.
Begin by filling in the date at the top of the document. Ensure that you enter the correct date format as specified.
In the Recitals section, review and confirm the parties involved: RCPA Development Co. Tenant, L.L.C., National Trust Community Investment Fund, LLC, and River Center for the Performing Arts Manager, L.L.C.
Proceed to Section 1, where you will input details regarding the purchase and sale agreement. Fill in the purchase price accurately as stated.
Complete Section 1.3 by providing wire transfer details for payment. Ensure all bank information is correct to avoid transaction issues.
Review Sections 2 and 3 for representations and warranties from both Investor Member and Purchaser. Confirm that all statements are accurate before proceeding.
Finalize by signing at the end of the document. Use our platform’s signature feature to add your electronic signature securely.

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Is a membership interest purchase agreement a stock purchase?

Membership Interest Purchase The MIPA is similar to an SPA, but used when the business being sold is an LLC or PLLC, as opposed to a PC. The buyer in this case is acquiring membership interests rather than stock. Functionally, the transaction is the same as a stock purchase.

How do I write a membership agreement?

Step by Step: How to Write Your Membership Agreement Begin with Basic Information. All membership agreements should include basic contact information of the member and the organization. Identify Your Member Benefits. Describe Membership Duties. Set Membership Rules and Bylaws. Rules Regarding Termination. Ask for a Signature.

What is a membership interest purchase?

A membership interest purchase involves buying an ownership stake in the LLC itself. Essentially, the buyer steps into the shoes of the existing owner(s) and assumes their rights and obligations within the LLC.

What is the difference between membership interest purchase agreement and asset purchase agreement?

A MIPA transfers all or a portion of the membership interests in an LLC, including assets and liabilities. On the other hand, an APA only transfers the specific assets listed in the agreement. Allocation of Risks and Liabilities: In a MIPA, the buyer assumes all of the LLCs liabilities, known and unknown.

What is a MIPA in business?

A Membership Interest Purchase Agreement or MIPA, therefore, is the type of contract that establishes the specific terms through which the buyer will acquire the membership interest in an LLC, as well as the obligations of the buyer and seller (existing LLC member).

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What is a membership interest purchase agreement?

A membership interest purchase agreement, sometimes called a MIPA, is a contract between a seller and a buyer to transfer the ownership of an LLC. A MIPA transfers the whole company with all of its assets and liabilities being transferred by the contract.

What is a membership interest?

Membership Interest means the interest of a Member in the Company, including rights to distributions (liquidating or otherwise), allocations, and to vote, consent or approve, if any.

What is an interest purchase agreement?

A long-form agreement for the purchase and sale of all the outstanding membership interests of a private US limited liability company, drafted in favor of the buyer.

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) dated 2026

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Got questions?

Is a membership interest purchase agreement a stock purchase?

How do I write a membership agreement?

What is a membership interest purchase?

What is the difference between membership interest purchase agreement and asset purchase agreement?

What is a MIPA in business?

Security and compliance

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What is a membership interest purchase agreement?

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