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Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

Effective Date: The document must indicate when the transfer of rights and obligations occurs.
Parties: Include the full name and address of the assignor, assignee, and obligor (if required).
Assignment: Provide details that identify the original contract being assigned.
Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
Signatures: Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

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Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

assignment agreement or transfer certificate

by Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

Person presenting documents to another person who is signing them

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
The assignor must agree to assign their rights and duties under the contract to the assignee.
The assignee must agree to accept, or "assume," those contractual rights and duties.
The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
The effective date of the assignment and assumption agreement
Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

Transfer & Assignment Agreements

Agreement of Absolute Transfer and Assignment

3,000+ Templates & Tools to Help You Start, Run & Grow Your Business

Transfer and assignment agreements: a comprehensive guide, what is a transfer and assignment agreement.

In Business-in-a-Box, we have several templates that facilitate the handling of confidential information among various parties, be it your employees, another business, contractors, or other types of legal entities that might compromise your company through the release of key information.

A Transfer and Assignment Agreement template protects you from certain accidental or intentional disclosure of secret information, but to pass on every right of that information to another entity, usually because of a purchase.

The cases in which one might want to do this are further explained in the next section. In essence, you are looking to get some form of compensation, generally money, for any of your ideas that other businesses may find useful.

This type of agreement is to be written with utmost care, because such a transaction is mutually agreed on beforehand. If something goes wrong, it might not only cause a dispute between the two parties, but it will cause significant losses if the transfer of rights is not done correctly.

Our legal and business document templates are created by legal and industry members themselves. As such, our collection of over 2000 documents are sure to protect every aspect of your business with the correct clauses and measures for every situation.

In Which Cases Do You Need a Transfer and Assignment Agreement?

Provided below is an example, or hypothetical case which may be helpful in describing the use of a transfer agreement template or assignment of contract template

Take company A, that may have some financial issues at the time, but holds a specific software developed by its own team which allows it to produce 20% more on average. Company B is not necessarily a competitor of company A, as it is in another continent, but it is working in the same industry as A.

In this case, as you might already be guessing, company A can look to sell this software to company B. A possible option here would be a business transfer agreement template.

Here, company A and B can also agree on a deal together with a Transfer and Assignment Agreement template. Company A can transfer the intellectual property rights, as well as the right to distribute, use, and commercialize to company B. This is essentially transferring ownership and assigning the rights of use to the other company. It is easy to infer that company A would be getting a substantially higher payment when transferring all of the rights, which is why it might prefer to engage in this agreement.

Essentially, the transfer and assignment agreement differ from the licensing in that it transfers the rights to another party, not only gives the right to use the intellectual property. Higher compensations rates are to be expected, as this template carries a bigger commitment from the original owner of the intellectual property.

Transfer and Assignment Agreement Template Overview

Engaging in a transfer and assignment agreement is a big deal for both parties as one is giving up its intellectual property, and the other party is likely giving a higher compensation than it would be giving for a license. These agreements are not overly complex in nature, in that they closely resemble licensing agreements in their structure, while of course differing heavily in the rights to be transferred. Whether you are a buyer looking to get a good deal on intellectual property to grow your business, or if you see benefit in transferring rights of your confidential information to another party, we have your company covered on all ends for a smooth deal.

In the upcoming sections, we have some more information about the anatomy of this sort of agreement, and what are the key points that you should watch out for.

How to Write a Transfer and Assignment Agreement

In the next section of this article, we will show and explain the particular sections and clauses of a transfer agreement template so that you can better understand the legal “ins and outs” of this very useful document.

Keep in mind that the whole purpose, summed up in quite simple terms, is just a contract similar to that issued to an employee, only that this is shorter term, and is pertinent to a very specific task. This sort of financial technical paperwork that involves debt, collaterals, liens, and other concepts can get a little complex, and you can quickly get stuck in the details if you do not have a template made for you beforehand.

It is also important to consider that part of the purpose of this agreement is to acquire rights to some sort of confidential information. In very niche cases, you can transfer only some of the rights to the information, in which case you are not purchasing or selling the intellectual property in the traditional sense, rather, the freedom to do a specific thing with it.

In the following section, we will explain the transfer and assignment agreement template sample parts in a detailed fashion, so that you understand the most important clauses and sections.

Transfer and Assignment Agreement Template Sample

1. definition.

The first clause of most contracts, the definition clause, and as you can guess by the name, its main purpose is to keep the record straight when it comes to the terminology used throughout the agreement. A typical transfer and assignment agreement needs to clearly identify what constitutes as the “Assigned Property” as well as both parties involved, addressed in the following way.

Assignor: the owner of the Assigned Property.
Assignee: who acquires ownership of said property.

It may seem trivial, but the amount of legal knowledge required to redact this clause is not to be underestimated, since it can make the difference between a great contract and another one full of loopholes.

2. Assignment

This second part is the core of the transfer and assignment agreement template. It fulfills the main purpose of a transfer and assignment agreement of legally binding both parties into the transaction of the assigned property.

Here the assignor agrees to unconditionally assign all its rights to the assignee and, in case that it includes intellectual property, the assignor also forfeits any moral rights and all Personality Rights assigned to the property in question.

The following are a couple of sub clauses that should be addressed to avoid any complications.

2.1 Term of Assignment

It is of utmost importance to settle the term for the agreement. There are two kinds of agreements:

Perpetual: In this case the rights are assigned indefinitely to the assignee.
Fixed period: Here the period is restricted by the assignor, and if needed, further explanations can be provided over the renewability of the contract as well as the consequences on expiration.

Normally, the assignee will seek perpetual contracts. By contrast, the assignor will usually argue for a fixed period to protect and recover the right to their property.

Note that not defining a term for the agreement does not automatically mean that the agreement in question is perpetual.

2.2 Territory of Assignment

Unlike the Term of Assignment clause, the Territory of Assignment section is more situational, useful in a large array of situations. However, if this section is not useful for your situation, you can skip it completely.

If applicable, and mostly used when as a part of the assigned property you have intellectual property, here the assignor can place further restrictions on the scope of the agreement in terms of territory. This is done by either assigning only the rights to a specific region in the world, or completely until the contract has expired.

2.3 Future Transfers

This is the final, and often most important, sub clause of the Assignment section. Rights can be complicated, and if transferred fully, there is little the owner can do to prevent their re-assignation once the contract has been signed, and that is precisely what this section is for. Usually, when we talk about perpetual contracts, the right to make future transfer is included. However, when we talk about fixed terms, the picture changes. In this clause, the assignor has two options, either prevent further transferal of the property by explicitly stating it, or simply assign the transfer right for the duration of the agreement and if any authorisation is needed.

3. Consideration

The consideration clause simply outlines whether the assignee is legally required to pay a compensation fee to the assignor for the assignation of property. Other points to clarify include the method of payment as well as the consequences, should the assignee not fulfill the responsibility to which he has agreed upon.

4. Confidentiality

If the assigned property were to include any trade secrets or any other thing deemed as confidential information, the assignor can outline the responsibility of the assignee to take precautions to maintain secrecy over the aforementioned “confidential business information”. This clause usually includes the extent of the reparations should the assignee cause a breach of these restrictions.

5. Severability

The severability clause is not brief and simple and is one of the few that is not specific to the transfer and assignment agreement but instead is usually included in most legally binding documents. What it does, is it states that each clause is separate from the whole and that if an external entity, usually a jury, deems a particular section invalid, that the rest of the contract, by this clause of severability, still stands functional and legally binding until the term is reached or if it is absolved in any other way. This section is not difficult to implement, but due to its importance, it must be professionally written and structured to ensure your legal security.

6. Jurisdiction

This last component is also optional but can also be especially useful. The jurisdiction section binds this agreement to a single state or country. This is commonly referred to as an exclusive jurisdiction clause, where both parties agree to choose their jurisdiction, most of the time due to preferred judicial system or the specific method of law enforcement.

Difference between Transfer and Assignment

19 Feb 2022 · 4 mins read

A single word may have more than one meanings. One might wonder how complex language is and how confusing words are. Transfer and assignment are such similar terms interchangeably used yet different in legal sense. The article discusses the meaning, types of assignment and how it is different from that of transfers.

In simple terms, assignment means the sale of IP i.e., the transfer of complete ownership to the assignee including the right to exclude others from infringing it. To constitute an assignment, the terms and conditions of contract under the Indian Contract Act, 1872. The agreement must be signed and written. The specific IP laws determine the features of such assignment in detail. In Copyright law partial assignment is also permitted under section 18, which requires to mention specifically the rights assigned. Also, it is necessary to mention the time period for which the assignment is made. In the absence of such time period, generally 5 years is taken as a limit. Assigner is the owner who assigns it to another person known as assignee.

Assignment is different from that of licensing in a way that the latter only parts with certain rights and the ownership rests with the person who is ready to give away the rights.

The following are some of the common types of assignment:-

Legal Assignment- When the transfer of existing registered IP is transferred, wherein the new owner acquires all rights, it is known as legal assignment.

Equitable Assignment- It occurs when before the registration, the assigner is willing to transfer it to the assignee. Once the registration is done the assignee can acquire all the rights. Although the assignee cannot register himself as the proprietor but can show interest in the IP through a notice.
Mortgage- It is the total or partial transfer of IP in return of a sum of money. Once the money is repaid, the IP is reinstated to its original owner.

On the other hand, transfer means to convey or remove from one person or place to another person. Transfer is of titles whereas the Assignment is for obligations and rights. 1

The term transfer is generally used for properties that can be possessed physically. For example, a car or house or those properties which can be represented by a legal instrument such as share

certificate.

Assign is generally associated with intangible properties such as a debt, or benefits arising from contracts for example rental income under a lease agreement. 2

An assignment is thus different from other type of transfers such as subrogation, novation, sublease etc. Assignment is basically the transfer all rights, interests, titles which the assigner conveys to assignee and the latter stands in the shoes of the assigner. 3

Though the difference between novation and assignment is narrower, one ought to know the difference. “ Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party. ” 4

And for the transfer of the property, the Transfer of Property Act, 1882 applies. It extensively deals with various kinds of transfers. There are certain set rules for transfer of property. For instance, one needs to be of sound mind, not intoxicated, of legal age and must not be disqualified by law. The Act lists kinds of transfer such as lease, mortgage, exchange, gift and sale.

To sum up, though the words transfer and assignment is used interchangeably there is a difference between them. They are governed by different legislations and are used for different purposes. So one needs to be careful and understand all the legal provisions before transferring anything.

1 Difference between Assignment and transfer, UPCOUNSEL, (Nov 09, 2021, 5: 25 pm), https://www.upcounsel.com/difference-between-assignment-and-transfer . 2 Merchants Service Co. v. Small Claims Court, 35 Cal. 2d 109, 113-114 (Cal. 1950).. 3 Knott v. McDonald’s Corp., 985 F. Supp. 1222 (N.D. Cal. 1997). 4 Assignments: the basic law, STIMMEL LAW, (Nov 9, 2022, 5: 48 pm), https://www.stimmel-law.com/en/articles/assignments-basic-law .

Home » LLC Interest Transfer » Assignment and Transfer of Membership Interest

Assignment and Transfer of Membership Interest

Jeramie Fortenberry, J.D., LL.M.

An LLC owner (called a member ) can transfer an ownership interest (called a membership interest ) by complying with the transfer provisions within the LLC’s operating agreement and state law. An assignment is one of the key documents a member must prepare to officially transfer a membership interest to a transferee.

What is the Purpose of an LLC Interest Assignment?

An assignment—sometimes titled assignment and transfer or assignment and assumption —serves as a written record of a member’s transfer of an LLC interest to a transferee. It is comparable to a deed that transfers real estate, but an assignment instead transfers to a new owner (the assignee or transferee ) some or all of an LLC member’s ownership rights in the company. Like some deeds, an assignment may include the member’s guarantee that he or she actually owns the interest being transferred and has the right to transfer it.

An LLC interest assignment must comply with any transfer terms, conditions, or restrictions in the company’s operating agreement. For example, an operating agreement may require other members’ consent to the transfer or limit the ownership rights that members are allowed to transfer.

An LLC owner may also prepare an assignment when offering an ownership interest as security for a loan. In that situation, the lender is the assignee and usually claims the interest only if the member fails to repay the loan. Assignments of LLC interests pledged as collateral are subject to additional laws and are not the focus of this article.

What LLC Interests Do Assignments Transfer?

A member who creates an LLC assignment customizes the assignment to the precise ownership interest the member wishes to transfer. LLC ownership interests can generally be separated into two basic interests:

Economic rights. A member’s economic rights (sometimes called transferable interest ) include the member’s allocation of the LLC’s profits and losses and the member’s right to receive distributions from the company.
Membership rights. A member’s membership rights—which are typically defined in the operating agreement—include the member’s right to vote on important matters, participate in the LLC’s internal affairs, and join in the management of the company (if it is member-managed).

An assignment can transfer the member’s economic rights (in whole or in part)—in which case the transferee receives a right to LLC distributions but no right to vote on LLC matters. Or, an assignment can transfer the member’s entire interest in the company. A transfer of all membership rights typically requires other members’ approval, formal admittance of the transferee as a new member, and a separate joinder agreement under which the new member accepts the LLC’s operating agreement.

What Information is Included in an LLC Membership Assignment?

An assignment must identify the transferor and the transferee, the company, and the specific interest being transferred. It should state whether the transfer applies to all or part of the transferor’s interest and whether the transferee will receive all membership rights or an economic interest only.

Assignments often also include:

A reference to the operating agreement’s authorization of the transfer;
A statement that the transfer has been approved under the operating agreement’s approval standard; and
The transferor’s warranty that he or she actually owns the interest and that the assignment does not breach any other agreements.

An assignment must be signed by the member who makes the transfer and—depending on its terms—may also be signed by the transferee and on behalf of the LLC.

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1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

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LLC Membership Interest Assignment

Rating: 4.8 - 952 votes

What is an LLC membership interest assignment?

An LLC membership interest assignment is a document used when one member of a limited liability company ("LLC") wishes to transfer the entirety of their interest in an LLC to another party . This document is often used when a member of an LLC is leaving or otherwise wants to give up the entirety of their interest in the company. Using this document, the current owner of shares in the LLC transfers all of them over to another person or entity.

A limited liability company , also known as an LLC, is a corporate structure that protects its owners from being personally liable for debts and liabilities of the company . LLCs do not pay taxes on their profits directly. Instead, profits and losses are passed through to the individual members, who report them on their personal tax returns.

What is the difference between an LLC membership interest assignment and an LLC membership purchase agreement?

Though both documents involve the transfer of interest in an LLC from one party to another, these two documents serve different purposes. The LLC membership interest assignment transfers the entirety of one person's interest in the LLC to another person. It is also not a sale document.

An LLC membership purchase agreement is the sale of some portion of a party's interest in an LLC to another party.For example, if someone owned 50% interest in an LLC, they could sell 25% of their interest in the LLC to another party and keep the remaining 25% interest for themselves.

Is it mandatory to use an LLC membership interest assignment?

Yes, using an LLC membership interest assignment is mandatory in most states. In the few states where it is not mandatory, it is still highly advisable to use this document to be sure to protect the interests of the parties involved and to make sure all the members of the LLC are informed about the ownership transfer.

What is "membership interest"?

Membership interest is a party's ownership stake in an LLC. It represents the parties' right to share in the profits and losses of the LLC and to receive distributions from it.

What are the prerequisites of an LLC membership interest assignment?

Prior to creating an LLC membership interest assignment, several things should happen. Firstly, the parties should review the LLC's operating agreement . This document may contain restrictions or requirements for the transfer of interest in the LLC. For example, the operating agreement may require that existing members of the LLC have the right to buy the interest in the LLC before it is sold to any outside third party.

The parties to the agreement should also get consent to the sale from the current members of the LLC. This is not always necessary, but it is common and usually considered good practice.

Before agreeing to the terms of the LLC membership interest assignment, the new owner should also do research into the LLC to be sure that it is in good standing and not involved in ongoing litigation or bankruptcy proceedings.

Who is involved in an LLC membership interest assignment?

The LLC membership interest assignment includes the party giving up their interest in an LLC and the party receiving the interest in the LLC. Both of these parties can either be individual people or entities, like a business or charitable organization.

What has to be done once the LLC membership assignment agreement is done?

Once the LLC membership interest assignment is done, it should be signed and dated both the assigning party and the receiving party . All members of the LLC should be notified of the transfer. This notification usually happens by providing a copy of the Assignment and any related documents to the LLC's registered agent or manager. Information about the process is typically specified in the LLC Operating Agreement . In some states, transfer of interest in an LLC requires that formation documents be updated and refiled with the appropriate state office to reflect changes in membership. This may also involve filing an amendment to the Articles of Organization. The LLC should be sure to update its bank accounts, contracts, licenses, and permits as necessary to reflect the membership change. Finally, the LLC should maintain accurate records of the transfer of interest, saving for future reference copies of the Assignment Agreement, amended Operating Agreement, consent of members, and any other relevant documents.

Is it necessary to register the LLC membership interest assignment?

In some states, transfer of interest in an LLC requires that formation documents be updated and refiled with the appropriate state office to reflect changes in membership. This may also involve filing an amendment to the Articles of Organization .

What must an LLC membership interest assignment contain?

A valid LLC membership interest assignment must contain at least the following mandatory clauses:

Identification of involved parties : The LLC membership interest assignment will include details about the identity of both the party giving up their interest, as well as the party who will get the interest in the LLC.
Description of membership interest : The LLC membership interest assignment includes details about the membership interest, including the percentage of the LLC and whether it includes voting rights.

In addition to the above mandatory clauses, the LLC membership interest assignment may also include the following optional clause:

Consent requirement : If needed, this document includes an addendum at the end specifying that all the members of the LLC consent to the transfer of interest.

Which laws are applicable to an LLC membership interest assignment?

LLC Membership Interest Assignments are subject to the laws of individual states . There is no one federal law covering these documents because each individual state governs the businesses formed within that state.

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You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Guides to help you

How to Sell your Percentage in an LLC
How to Sell your Business
How to Transfer Business Ownership

LLC Membership Interest Assignment - FREE - Template

Country: United States

Business Structure - Other downloadable templates of legal documents

Articles Of Organization
Shareholder Agreement
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Business Sale Agreement
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Limited Partnership Agreement
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AssignToday Blog

What's The Difference Between Assignment & Transfer

What is The Difference Between Assignment and Transfer

In real estate, sometimes contracts change hands after the deal is signed. But what does this mean?

AN ASSIGNMENT of a real estate contract means one of the original parties of the contract, (known as the Assignor) gives up all of their rights and responsibilities to another party (called the Assignee). The Assignor is usually the original Buyer of the property.

All obligations under the terms of the original contract revert to the Assignee when the sale transaction completes. The Assignor becomes the middleman, making a profit by selling the Assignment at a higher price than was contemplated in the original contract, or by receiving an Assignment Fee for completing the transaction.

A TRANSFER is the transfer of title (legal ownership) to the property. An Assignor can only assign the rights and responsibilities of the real estate contract, but cannot convey or transfer title of the property as they do not hold ownership of it prior to closing. The transfer would be completed on closing and would pass from the Seller to the Assignee.

Benefits Of An Assignment

Assignors (the original purchaser) can sometimes make a quick profit by selling a Purchase Contract at a higher rate than what they were going to pay for the real estate property.
The original purchaser can often negotiate to get their original deposit back from the Assignee. When the original purchaser entered into the purchase contract, they likely paid a deposit to the Seller. As part of the Assignment Agreement, the Assignee can be required to pay the deposit to the Assignor as consideration for the transaction.
The Assignor avoids having to pay closing costs and property transfer tax since the Assignee, or new buyer will take that responsibility at closing.
The Assignor relieves themselves of the obligations of the Purchase Contract without backing out of the deal with the Seller or Developer. Backing out of a Purchase Contract comes with certain difficulties since it’s a legally binding contract. There may be penalties due to the Developer if a buyer backs out or even lawsuits where the Developer tries to enforce the contract. Selling it as an Assignment, therefore, means the original buyer can avoid those potential expenses or liabilities.

As with any home purchase, it’s always a good idea to hire a real estate professional to assist you. Their professional experience can guide you to the right decision for your personal situation while avoiding any difficulties or unexpected hurdles.

Assignment of Membership Interest: The Ultimate Guide for Your LLC

LegalGPS : July 24, 2024 at 12:10 PM

As a business owner, there may come a time when you need to transfer ownership of your company or acquire additional members. In these situations, an assignment of membership interest is a critical step in the process. This blog post aims to provide you with a comprehensive guide on everything you need to know about the assignment of membership interest and how to navigate the procedure efficiently. So, let's dive into the world of LLC membership interest transfers and learn how to secure your business!

Assignment of Membership Interest Template

Legal GPS templates are drafted by top startup attorneys and fully customizable.

Necessary approvals and consent, impact on ownership, voting, and profit rights, complete assignment, partial assignment.

Key elements to include

Step 1: Gather Relevant Information

Step 2: review the llc's operating agreement, step 3: obtain necessary approvals and consents, step 4: outline the membership interest being transferred, step 5: determine the effective date of the assignment, step 6: specify conditions and representations, step 7: address tax and liability issues, step 8: draft the entire agreement and governing law clauses, step 9: review and sign the assignment agreement.

Advantages of using a professionally-created template
How our contract templates stand out from the rest

Frequently Asked Questions (FAQs) about Assignment of Membership Interest

Do you need a lawyer for this, what is an assignment of membership interest.

An assignment of membership interest is a document that allows a member of an LLC to transfer their ownership share in the company to another person or entity. This can be done in the form of a sale or gift, which are two different scenarios that generally require different types of paperwork. An assignment is typically signed by the parties involved and delivered to the Secretary of State's office for filing. However, this process can vary depending on where you live and whether your LLC has members other than yourself as well as additional documents required by state law.

Before initiating the assignment process, it's essential to review the operating agreement of your LLC, as it may contain specific guidelines on how to assign membership interests.

Often, these agreements require the express consent of the other LLC members before any assignment can take place. To avoid any potential disputes down the line, always seek the required approvals before moving forward with the assignment process.

It's essential to understand that assigning membership interests can affect various aspects of the LLC, including ownership, voting rights, and profit distribution. A complete assignment transfers all ownership rights and obligations to the new member, effectively removing the original member from the LLC. For example, if a member assigns his or her interest, the new member inherits all ownership rights and obligations associated with that interest. This includes any contractual obligations that may be attached to the membership interest (e.g., a mortgage). If there is no assignment of interests clause in your operating agreement, then you will need to get approval from all other members for an assignment to take place.

On the other hand, a partial assignment permits the original member to retain some ownership rights while transferring a portion of their interest to another party. To avoid unintended consequences, it's crucial to clearly define the rights and responsibilities of each party during the assignment process.

Types of Membership Interest Transfers

Membership interest transfers can be either complete or partial, depending on the desired outcome. Understanding the differences between these two types of transfers is crucial in making informed decisions about your LLC.

A complete assignment occurs when a member transfers their entire interest in the LLC to another party, effectively relinquishing all ownership rights and obligations. This type of transfer is often used when a member exits the business or when a new individual or entity acquires the LLC.

For example, a member may sell their interest to another party that is interested in purchasing their share of the business. Complete assignment is also used when an individual or entity wants to purchase all of the interests in an LLC. In this case, the seller must receive unanimous approval from the other members before they can transfer their entire interest.

Unlike a complete assignment, a partial assignment involves transferring only a portion of a member's interest to another party. This type of assignment enables the member to retain some ownership in the business, sharing rights, and responsibilities proportionately with the new assignee. Partial assignments are often used when adding new members to an LLC or when existing members need to redistribute their interests.

A common real-world example is when a member receives an offer from another company to purchase their interest in the LLC. They might want to keep some ownership so that they can continue to receive profits from the business, but they also may want out of some of the responsibilities. By transferring only a partial interest in their membership share, both parties can benefit: The seller receives a lump sum payment for their share of the LLC and is no longer liable for certain financial obligations or other tasks.

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How to Draft an Assignment of Membership Interest Agreement

A well-drafted assignment of membership interest agreement can help ensure a smooth and legally compliant transfer process. Here is a breakdown of the key elements to include in your agreement, followed by a step-by-step guide on drafting the document.

Key elements to include:

The names of the assignor (the person transferring their interest) and assignee (the person receiving the interest)

The name of your LLC and the state where it was formed

A description of the membership interest being transferred (percentage, rights, and obligations)

Any required approvals or consents from other LLC members

Effective date of the assignment

Signatures of all parties involved, including any relevant witnesses or notary public

Before you begin drafting the agreement, gather all pertinent data about the parties involved and the membership interest being transferred. You'll need information such as:

The names and contact information of the assignor (the person transferring their interest) and assignee (the person receiving the interest)

The name and formation details of your LLC, including the state where it was registered

The percentage and value of the membership interest being transferred

Any specific rights and obligations associated with the membership interest

Examine your LLC's operating agreement to ensure you adhere to any predetermined guidelines on assigning membership interests. The operating agreement may outline specific procedures, required approvals, or additional documentation necessary to complete the assignment process.

If your LLC doesn't have an operating agreement or if it's silent on this matter, follow your state's default LLC rules and regulations.

Before drafting the assignment agreement, obtain any necessary approvals or consents from other LLC members as required by the operating agreement or state law. You may need to hold a members' meeting to discuss the proposed assignment and document members' consent in the form of a written resolution.

Detail the membership interest being transferred in the Assignment of Membership Interest Agreement. Specify whether the transfer is complete or partial, and include:

The percentage of ownership interest being assigned

Allocated profits and losses, if applicable

Voting rights associated with the transferred interest

The assignor's rights and obligations that are being transferred and retained

Any capital contribution requirements

Set an effective date for the assignment, which is when the rights and obligations associated with the membership interest will transfer from the assignor to the assignee.

This date is crucial for legal and tax purposes and helps both parties plan for the transition. If you don’t specify an effective date in the assignment agreement, your state's law may determine when the transfer takes effect.

In the agreement, outline any conditions that must be met before the assignment becomes effective. These could include obtaining certain regulatory approvals, fulfilling specific obligations, or making required capital contributions.

Additionally, you may include representations from the assignor attesting that they have the legal authority to execute the assignment. Doing this is important because it can prevent a third party from challenging the assignment on grounds of lack of authority. If the assignor is an LLC or corporation, be sure to specify that it must be in good standing with all necessary state and federal regulatory agencies.

Clearly state that the assignee will assume responsibility for any taxes, liabilities, and obligations attributable to the membership interest being transferred from the effective date of the assignment. You may also include indemnification provisions that protect each party from any potential claims arising from the other party's actions.

For example, you can include a provision that provides the assignor with protection against any claims arising from the transfer of membership interests. This is especially important if your LLC has been sued by a member, visitor, or third party while it was operating under its current management structure.

In the closing sections of the assignment agreement, include clauses stating that the agreement represents the entire understanding between the parties concerning the assignment and supersedes any previous agreements or negotiations. Specify that any modifications to the agreement must be made in writing and signed by both parties. Finally, identify the governing law that will apply to the agreement, which is generally the state law where your LLC is registered.

This would look like this:

Once you've drafted the Assignment of Membership Interest Agreement, ensure that all parties carefully review the document to verify its accuracy and completeness. Request a legal review by an attorney, if necessary. Gather the assignor, assignee, and any necessary witnesses or notary public to sign the agreement, making it legally binding.

Sometimes the assignor and assignee will sign the document at different times. If this is the case, then you should specify when each party must sign in your Assignment Agreement.

Importance of a Professionally-drafted Contract Template

To ensure a smooth and error-free assignment process, it's highly recommended to use a professionally-drafted contract template. While DIY options might seem tempting, utilizing an expertly-crafted template provides several distinct advantages.

Advantages of using a professionally-created template:

Accuracy and Compliance: Professionally-drafted templates are designed with state-specific regulations in mind, ensuring that your agreement complies with all necessary legal requirements.

Time and Cost Savings: With a pre-written template, you save valuable time and resources that can be better spent growing your business.

Reduced Legal Risk: Legal templates created by experienced professionals significantly reduce the likelihood of errors and omissions that could lead to disputes or litigations down the road.

Get Your Assignment of Membership Interest Template with a Legal GPS Subscription

How our contract templates stand out from the rest:

We understand the unique needs of entrepreneurs and business owners. Our contract templates are designed to provide a straightforward, user-friendly experience that empowers you with the knowledge and tools you need to navigate complex legal processes with ease. By choosing our Assignment of Membership Interest Agreement template, you can rest assured that your business is in safe hands. Click here to get started!

As you embark on the journey of assigning membership interest in your LLC, here are some frequently asked questions to help address any concerns you may have:

Is an assignment of membership interest the same as a sale of an LLC? No. While both processes involve transferring interests or assets, a sale of an LLC typically entails the sale of the entire business, whereas an assignment of membership interest relates to the transfer of some or all membership interests between parties.

Do I need an attorney to help draft my assignment of membership interest agreement? While not mandatory, seeking legal advice ensures that your agreement complies with all relevant regulations, minimizing potential legal risks. If you prefer a more cost-effective solution, consider using a professionally-drafted contract template like the ones we offer at [Your Company Name].

Can I assign my membership interest without the approval of other LLC members? This depends on your LLC's operating agreement and state laws. It's essential to review these regulations and obtain any necessary approvals or consents before proceeding with the assignment process.

The biggest question now is, "Do you need to hire a lawyer for help?" Sometimes, yes ( especially if you have multiple owners ). But often for single-owner businesses, you don't need a lawyer to start your business .

Many business owners instead use tools like Legal GPS for Business , which includes a step-by-step, interactive platform and 100+ contract templates to help you start and grow your company.

Get Legal GPS's Assignment of Membership Interest Template Now

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Stock Assignment Agreement: Everything You Need to Know

A stock assignment agreement is the transfer of ownership of stock shares. 3 min read updated on November 02, 2020

A stock assignment agreement is the transfer of ownership of stock shares. It occurs when one party legally transfers their shares of stock property to another party or to a business. It's like the type of assignment agreement that happens when one person sells a car to another, which can also be referred to as assigning the vehicle's title to a new owner.

Examples of Assignment of Shares

In the first example of assignment of shares, the seller is assigning a certain number of shares to the buyer. That number includes the percentage of the shares that the buyer can potentially forfeit. This is only to the extent that the underwriter over-allowed an option, which is described in the company's statement of registration using Form S-1 and amended under the 1933 Securities Act.

Part of those shares the buyer holds can equal up to 25 percent of the total shares. Those shares are referred to as the "buyer earnout" shares and are potentially forfeited by the buyer in the following manner:

Half of the buyer earnout shares are potentially forfeited if the last price that the company stock sells at doesn't equal or exceed a specified amount, such as $12 per share. This number is arrived at after any stock splits, reorganization, stock dividends are paid, and any recapitalization. These things may have occurred during any 20-day trading period within the past 30 days of trading. It also may have been within the past two years after the company's initial business combination closing.
Information on the initial business combination closing date is found in the registration statement of the company. In this example, the buyers pay the seller the aggregated amount for all of the shares. The purchase price is what the seller receives as consideration in exchange for the assignment of the company shares.
At the time of closing the sale, the seller assigns, conveys, and delivers to the company all rights, titles, and interests that the seller holds. This is done by assigning the shares of stock.

Vague Employer Promises to Employees

Before filing for incorporation, some business founders and some business leaders who are promoting a corporation based on a vision might make promises to employees or attorneys that are a bit vague. These promises might focus on offering the other party a share in the business in exchange for their work.

It's also common for a corporation's owner to offer employees a deal where they can earn some share of ownership in the company for working a certain amount of time. It also happens sometimes that, after the employee has fulfilled their part of the deal by working, that main shareholder or company founder might come to regret the deal made earlier. At that time, the shareholder or founder might delay issuing the shares that were promised or flat-out refuse to issue the shares to the employee.

An Example That Went to Court

This example of an employer making vague promises ended up in court. The defendant was the corporation's only shareholder . The defendant entered into a contract with the plaintiff in which he offered to relinquish the existing business and transfer all of his employees and his customers to the plaintiff. The plaintiff was to get one-quarter ownership of the incorporated business when it reached a specific amount of earnings.

Then, the defendant regretted the decision to make the agreement after finding out it cost more than he had expected and that the business was losing money. At that time, the defendant went to the plaintiff and insisted that the plaintiff start acting like one of the owners by contributing funds and assuming some of the debt.
The defendant was angry when the plaintiff wouldn't do that. So, he decided to delay the stock issue that had been promised and even got the plaintiff to agree to the delay. The defendant agreed on the condition that the defendant would get the tax write-off from the losses of the S-corporation .
In the end, the defendant fired the plaintiff without ever issuing the shares that had been promised. As a result, the judgment for the plaintiff regarding the breach of fiduciary duty, referring the debts of the business that the plaintiff hadn't paid off, was reversed by the Supreme Court on the basis that the plaintiff had no duties because the plaintiff was never a shareholder as had been promised.

If you need help with a stock assignment agreement, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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Authorized Stock
How to Issue More Shares
How to Transfer Shares of Stock Within a Corporation?
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Issuance of Stock
Corporate Stock Transfer Agreement

Assignment of Contract

Jump to section, what is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

Nicholas M.

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

Direct mailers
Place newspaper ads
Make posts in online forums
Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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My legal coverage includes Business Law, Commercial Litigation, Appeals and Trusts & Estates. I also handle Trademark applications and issues. I am a designated FINRA (Financial Industry Regulatory Authority) arbitrator. I have done pro bono work in the Federal Court mediation program. I have worked for companies as a legal writer, editor and content provider. I have written legal articles for the New York Law Journal and the New York State Bar Association magazine. I was a guest lecturer at New York University on the First Amendment in the M.S. program of Public Relations and Corporate Communication program for the course Communication Ethics, Law and Regulation (Adjunct Professor Douglas Rozman). I graduated from Harvard University with an MPA, from Brooklyn Law School with a JD where I was a Richardson Merit Scholar; and Carnegie Mellon University with a BS, cum laude, concentrating in Administration and Management Science, Mathematics and Economics.

Nicole Yñigo is an accomplished attorney with over nine years of experience in the legal field. Raised in Miami, she obtained her education from the School for Advanced Studies, Florida International University, and St. Thomas University School of Law. Nicole is dedicated to helping her clients achieve their legal goals and has built a strong reputation for providing personalized and effective legal representation. She has worked with various law firms and insurance companies on both Plaintiff and Defense matters. Nicole is the founder of The Ynigo Legal Group, where she offers compassionate and competent legal counsel in a direct and practical approach.

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I am an experienced New York Real Estate Attorney and Florida Licensed Title Agent with extensive knowledge in the Real Estate industry. With more than 20 + years and over 2500 closed transactions, I have become an expert at accurately assessing realtors', lenders' & investors' needs and proposing/implementing viable solutions that bring value to them. I focus on real estate settlement services, education, and training of real estate professionals. I am also skilled working with high-end clients, managing large and complex projects, building solid relationships, effectively and creatively solving complex issues, producing results under stress all with impeccable customer service.

Having more than ten (10) years of experience in commercial law, I have garnered both relevant in-house and law firm experience. With more than a combined seven (7) years in-house experience, I have gained valuable insight in balancing the business needs with the legal risks and applying the legal skills I have acquired to various fields. I have specific experience with SaaS, vendor contracts, customer contracts, and general marketing agreements. Moreover, my law firm background has taught me to be detail-oriented and to be an effective negotiator in all types of commercial dealings.

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| The Loan Settlement Waterfall And Why "Legal Transfer/Assignment Only" Can Be Misleading

The Loan Settlement Waterfall And Why "Legal Transfer/Assignment Only" Can Be Misleading

Client Alert | 5 min read | 05.01.20

Settlement certainty is a required feature of any global credit market. The secondary loan market aspires to that goal; however, ensuring absolute certainty of settlement has proven elusive due to several reasons, including the complexity of the underlying loan product. There are no robust electronic settlement platforms, transfer documentation is negotiated between counterparties, definitions of “eligible assignee” vary by credit agreement, and borrower-generated confidential lists of disqualified lenders, pre-qualified “white-listed” lenders and ineligible competitors further confuse the overlapping sets of entities that can or cannot become members of the lending syndicate. Numerous consents to transfer a loan may be required, including consents from the borrower, the administrative agent, the letter of credit issuer and other interested parties. And even if these hurdles are overcome, transfers of loans may be arbitrarily “frozen” by a borrower or administrative agent during a lengthy reorganization or restructuring.

In addition, during periods of market volatility, secondary loan trading can be subject to a wide variety of factors which further impact the settlement of a trade. Parties may be affected by price fluctuations, market liquidity issues, declines in financial performance of a borrower and increases in borrower default rates. These factors can have a significant influence on the willingness of parties to close a trade quickly and efficiently and, in extreme cases, a party may attempt to walk away from a transaction if substantial movements in price occur and the trade cannot settle in the manner originally intended.

In both Europe and the U.S., the secondary loan market has developed contractual frameworks designed to inspire confidence among market participants that their trades will indeed settle. The standard terms and conditions for secondary market loan trades published by the Loan Market Association (“LMA”) in Europe and the Loan Syndications and Trading Association (“LSTA”) in the U.S., respectively, are constructed to provide certainty and protection to parties seeking to complete the settlement of a trade. The principle of a “trade is a trade” is reinforced by the inclusion of mandatory settlement obligations within both the LMA and LSTA standard trade confirmation terms and conditions, which solidify the understanding that the parties are obligated to settle the transaction from the trade date.

A “trade is a trade”

The “trade is trade” principle means that, once a trade is agreed (either as an oral or written agreement), even if certain conditions to the transfer remain unfulfilled (e.g., such as failure to obtain borrower consent), the parties may not simply cancel the trade. Instead, the trade remains open (and the contract to buy and sell the loan remains binding) until a suitable settlement method is achieved by the parties.

This overarching principle of “a trade is a trade” is set out in Condition 6 ( Mandatory Settlement Obligations ) of the LMA standard terms, and Section 1 ( Target Settlement/Settlement Date/Transfer of Debt) of the LSTA standard terms, and both frameworks outline a “settlement waterfall” the parties are obliged to follow where certain conditions or consents for settlement have not yet been fulfilled by the proposed settlement date.

Mandatory Settlement Obligations and the Settlement Waterfall

At the time of agreeing the trade, the parties will usually decide the form of purchase to be used to deliver the traded asset to the buyer. This would typically be by legal transfer (i.e., novation or assignment) under the LMA, or assignment under the LSTA, in each case using the form of transfer document prescribed in the underlying credit agreement or, in some cases, by participation using either the LMA or LSTA standardised form. If at any stage after the trade date it is no longer possible to settle by the agreed form of transfer mechanism, the mandatory settlement provisions in both the LMA and LSTA standard terms and conditions set out the next form of settlement that the parties are obliged to follow.

This automatic fall-back to the prescribed settlement methodology is determined by which form of purchase the parties originally agreed to, and the waterfall works in the following way:

“Legal Transfer” (LMA) or “Assignment” (LSTA) : if the parties have elected that the form of purchase will be “Legal Transfer” or “Assignment” (as applicable) by transfer certificate/assignment agreement and a required consent or other transaction specific condition is not satisfied, the trade must be settled by participation. If settlement by participation is not possible or the parties fail to agree a form of participation agreement to be used, then the trade must instead settle on the basis of an alternative structure or arrangement mutually acceptable to the parties and which provides the parties with the economic equivalent of the agreed-upon trade (the “Alternative Settlement Method”). This can include a cash settlement or derivative structure.
“Legal Transfer Only” (LMA) or “Assignment Only” (LSTA) : if “Legal Transfer Only” or “Assignment Only” (as applicable) has been selected by the parties, it is agreed that the trade will settle by way of legal transfer or assignment; however, if any required consent or other transaction specific condition is not satisfied, rather than settlement by participation, the parties are obliged to settle the trade using an Alternative Settlement Method. It is worth noting that the “Legal Transfer Only” (LMA) and “Assignment Only” (LSTA) concepts might be misleading to those market participants who are not aware of how the “trade is a trade” principle pre-empts and overrules the ‘form of purchase’ election in the trade confirmation. Despite what the terms suggest, parties are not entitled to simply walk away from the trade if it is not possible to settle the transaction by legal transfer or assignment. Parties selecting “Legal Transfer Only” or “Assignment Only” (as applicable) will still be bound to settle the trade even if the required conditions to settlement in this manner are not met; except that settlement will instead move straight towards the Alternative Settlement Method, rather than falling back to participation.
“Funded Participation” (LMA) or “Participation” (LSTA) : if the parties have elected to settle by way of a funded participation under the LMA framework or participation under the LSTA framework (whether by choice or as a result of regulatory or banking licence considerations, failure to receive a required consent, or other limitation which prevents the buyer from holding the asset in its own name), and any other transaction-specific condition remains unfulfilled at settlement, the trade must settle using an Alternative Settlement Method.

To further the goal of settlement certainty that is necessary in the global secondary loan market, the contractual framework of both LMA and LSTA trading documentation operates on the understanding that no trade is conditional, and unless otherwise agreed, the mandatory settlement obligations under each of these trading regimes will always require the parties to find a way to settle the transaction.

James J. Ohlig

Senior Counsel

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Emilie Condie

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Patent and Trademark Law; Software and Electronic Arts Patents; Creativity and Invention; Brands

The Difference Between an Assignment and a License of a Patent

The transfer of rights in a patent generally fall into two categories: an assignment and a license. The transfer is usually accomplished by an agreement.

Whether the agreement at issue is an assignment or a license matters because generally an assignee can sue for infringement alone, while a licensee of less than substantially all of the patent rights cannot sue for infringement alone without the patent owner.

A patent grants the owner certain rights, such as the right to exclude others from making, using, offering for sale, or selling the invention throughout the United States or importing the invention into the United States. 35 U.S.C. Â§ 154(a)(1)

Usually, an assignment transfers all of the rights* of one party in a patent to the recipient (the assignee). Vaupel Textilmaschinen KG v. Meccanica Euro Italia S.P.A. , 944 F.2d 870, 875 (Fed. Cir. 1991); 35 USC 261. Also, a transfer of substantially all of the patent rights can be considered an assignment for the purposes of standing to sue for infringement. A transfer of less than substantially all of the rights, is a mere license. It is the content and legal effect of the agreement that determines whether it is an assignment or license, not its title.

In the Vaupel case, the court found the agreement at issue there transferred substantially all of the rights in the patent, where the seller retained the following rights: “1) a veto right on sublicensing by Vaupel; 2) the right to obtain patents on the invention in other countries; 3) a reversionary right to the patent in the event of bankruptcy or termination of production by Vaupel; and 4) a right to receive infringement damages.” Therefore, despite the seller retaining these rights, the agreement at issue was considered an assignment.

In contrast, in Sicom Sys. v. Agilent Techs., Inc. , 427 F.3d 971, 978-979 (Fed. Cir. 2005), Canada licensed the patent at issue to plaintiff Sicom. The court found the license did not transfer substantially all of the rights, where Canada reserved the right to use the patented technology itself, to veto Sicom’s reassignment of its rights, and to sue for non-commercial infringement. Canada also retained legal title to the patent.

The line between a transfer of substantially all of the rights and less than substantially all of the rights is gray. Ignoring this issue and simplifying it, an assignment usually transfers everything (including legal title) whereas a license grants less than all of the rights and reserves rights to the person or entity granting the license.

*The Supreme Court has also said that the transfer of an undivided portion or share of a patent can also be an assignment, but then assignor and assignee must act together to sue for infringement. Waterman v. Mackenzie , 138 U.S. 252 (1891).

IMAGES

Transfer & Assignment Agreements
Assignment Agreement Template
40+ Free Editable Transfer Agreement Templates in MS Word [DOC]
Assignment and Transfer of Stock Certificate
Transfer & Assignment Agreements
Free Assignment Agreement Forms (12)

COMMENTS

Difference Between Assignment and Transfer
The difference between assignment and transfer is that assign means it's legal to transfer property or a legal right from one person to another, while transfer means it's legal to arrange for something to be controlled by or officially belong to another person. When used as verbs, assign means to set apart or designate something for a purpose ...
Transfer And Assignment Agreement: Definition & Sample
A transfer and assignment agreement is a legal document that outlines the terms and conditions of the transfer of an employee from one company to another. It also includes the assignment of all rights and obligations, including any IP or confidential information. This document can be used to protect both the employee and the employer in case of ...
Free Assignment Agreement Template
Assignment Agreement Template. Use our assignment agreement to transfer contractual obligations. An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the "assignor") to another (the "assignee"). You can use it to reassign debt, real estate, intellectual property, leases ...
Free Assignment Agreement Forms (12)
Write the assignment agreement including the property details and sales price. Include any other agreed-upon terms and conditions. Step 4 - Take Control. No matter the type of property (real, personal, etc.) after an agreement is signed, the property should be delivered to the assignee's possession. Sample Assignment Agreement
Understanding an assignment and assumption agreement
The assignment and assumption agreement. An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting ...
Assignment Agreement: What You Need to Know
Assignment Agreement. An assignment agreement is a contract that authorizes a person to transfer their rights, obligations, or interests in a contract or property to another person. It serves as a means for the assignor to delegate duties and advantages to a third party while the assignee assumes those privileges and obligations.
Contract Assignment Agreement
4.8 - 105 votes. Download a basic template (FREE) Create a customized document. This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this ...
Transfer & Assignment Agreements
Download. Business in a Box templates are used by over 250,000 companies in United States, Canada, United Kingdom, Australia, South Africa and 190 countries worldwide. Transfer & Assignment Agreements Templates - Download Now. Get 3,000+ templates to start, plan, organize, manage, finance and grow your business.
Contract Assignment Agreement
CONTRACT ASSIGNMENT AGREEMENT. State of Alabama. This Assigment Agreement (the "Agreement) is entered into by and between _____ (the "Assignor"), having their principal address located at _____, and _____ (the "Assignee"), having their principal address located at _____, both of whom agree to be bound by this Agreement, in consideration of the mutual covenants herein contained and other good ...
Difference between Transfer and Assignment
Transfer is of titles whereas the Assignment is for obligations and rights. 1. The term transfer is generally used for properties that can be possessed physically. For example, a car or house or those properties which can be represented by a legal instrument such as share. certificate.
Assignment and Transfer of Membership Interest
An assignment—sometimes titled assignment and transfer or assignment and assumption —serves as a written record of a member's transfer of an LLC interest to a transferee. It is comparable to a deed that transfers real estate, but an assignment instead transfers to a new owner (the assignee or transferee) some or all of an LLC member's ...
LLC Membership Interest Assignment
Once the LLC membership interest assignment is done, it should be signed and dated both the assigning party and the receiving party. All members of the LLC should be notified of the transfer. This notification usually happens by providing a copy of the Assignment and any related documents to the LLC's registered agent or manager.
What is The Difference Between Assignment and Transfer
A TRANSFER is the transfer of title (legal ownership) to the property. An Assignor can only assign the rights and responsibilities of the real estate contract, but cannot convey or transfer title of the property as they do not hold ownership of it prior to closing. The transfer would be completed on closing and would pass from the Seller to the ...
Contract Assignment Agreement: Definition & Sample
A contract assignment agreement is a document that transfers the contractual rights and duties of one party to another. The other party involved in the contract must agree to the terms of the transfer as well as they will now be in a contractual agreement with a different party. Contract of assignment agreements must not violate any other laws ...
Transfer Certificate Vs Assignment Agreement
Transfer Certificate Vs Assignment Agreement. Corporations. Stock Assignment Separate From Certificate. Try out US Legal Forms to perform or download legal varieties on the web. Look for legal file templates to fill in, printing, or edit them swiftly.
Assignment of Membership Interest: The Ultimate Guide for Your LLC
How to Draft an Assignment of Membership Interest Agreement. A well-drafted assignment of membership interest agreement can help ensure a smooth and legally compliant transfer process. Here is a breakdown of the key elements to include in your agreement, followed by a step-by-step guide on drafting the document. Key elements to include:
Stock Assignment Agreement
A stock assignment agreement is the transfer of ownership of stock shares. 3 min read updated on November 02, 2020. A stock assignment agreement is the transfer of ownership of stock shares. It occurs when one party legally transfers their shares of stock property to another party or to a business. It's like the type of assignment agreement ...
Assignment of Contract: What Is It? How It Works
An assignment of contract is simpler than you might think. The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party. When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement.
PDF Certificate of Transfer of Title to Leased Property and Lease ...
CERTIFICATE OF TRANSFER OF TITLE TO LEASED PROPERTY AND LEASE ASSIGNMENT AND ASSUMPTION ... documentation to be submitted with Assignment (i.e, Partnership Agreement, Power of Attorney, Articles of Incorporation, Enabling Resolution, etc.) Assignment Oct. 2003/RELAA (v3.0, Oct 2003)
PDF Secondary loan trading implications of proposed EU regulation on
However, the definition of "assignment" in the proposed Regulation is extremely wide and on the face of it may also capture assignments carried out using the Assignment Agreement mechanism in the LMA recommended Facility Agreements. A transfer using a Transfer Certificate however is more likely to fall outside of the scope of the new conflict ...
The Loan Settlement Waterfall And Why "Legal Transfer/Assignment Only
This would typically be by legal transfer (i.e., novation or assignment) under the LMA, or assignment under the LSTA, in each case using the form of transfer document prescribed in the underlying credit agreement or, in some cases, by participation using either the LMA or LSTA standardised form.
The Difference Between an Assignment and a License of a Patent
The transfer of rights in a patent generally fall into two categories: an assignment and a license. The transfer is usually accomplished by an agreement. Whether the agreement at issue is an assignment or a license matters because generally an assignee can sue for infringement alone, while a licensee of less than substantially all of the patent ...
Transfer Certificate Vs Assignment Agreement
Transfer Certificate Vs Assignment Agreement. Sociedades Anónimas. Find state-specific templates and documents on US Legal Forms — the largest online catalogue of fillable legal templates available for you to download and print. Try out US Legal Forms to perform or download legal varieties on the web. Look for legal file templates to fill in, printing, or edit them swiftly.