Legal Question in Business Law in Texas

Texas LLC - How to buy out member?

We have a 2 member Texas LLC formed in Nov 2002.

One partner wishes to be bought out.

There is a ''Transfer of Membership Interest'' clause in the Operating Agreement stating ''The Member desiring to transfer his or her Interest first must provide written notice (the ''Notice'') to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the ''Offer'').''

This makes sense, and there are subsequent paragraphs detailing how the other members (me in this case) have the option to acquire the Interest in the company.

What I want to do, is buy out the member that wishes to leave the LLC.

My question is what are the steps post buyout that I need to take to properly file the ammended paperwork with the State, and do I need a lawyer to do so. Are there any lawyers in 78660 that can do this and how much will it cost? The partner is being bought out for $900.


Asked on 3/07/04, 12:55 am

2 Answers from Attorneys
Peter Bradie Bradie, Bradie & Bradie

Re: Texas LLC - How to buy out member?

The paperwork that has to be filed with the state depends, in part, upon the paperwork setting up the LLC. It should take an attorney a few hours to review the LLC paperwork and prepare the necessary documents for the transfer. This really isn't something you want to do yourself.

You'll have to call around if you want an attorney in your immediate area, and they'll be better able to quote you a price.

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Answered on 3/08/04, 11:03 am
David Leon David L. Leon, P.C.

Re: Texas LLC - How to buy out member?

Although it's possible to do this yourself, I wouldn't recommend it. I would think it would take about 2-2.5 hours of attorney time to properly review your LLC's operating agreement, and draft paperwork sufficient to document the transfer (assuming that you and the other person have agreed on the price of the units.) Additionally, you don't need to have a lawyer who is physically located in your zip code, as many will do this via email/fax/phone.

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Answered on 3/07/04, 8:51 am


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