Illinois LLC ownership transfer 01 / 03
Illinois LLC Membership Interest Purchase and Assignment Agreement
A sample agreement for buying and assigning 100% of the membership interest in an existing Illinois single-member LLC. The LLC continues as the same legal entity; its assets and obligations remain with it.
English documents · Edit in Word or print and complete by hand · No signup
For a 100% transfer of an existing Illinois single-member LLC with an existing S-corporation tax election.
What this form is for
Agree on what is being sold, the payment and the conditions for closing. Use with the written consent that admits the buyer as a member.
What to complete
Seller, buyer and LLC details; price and payment; closing date; disclosures and schedules. Seller and buyer sign the agreement.
Important limitations
The LLC keeps its existing liabilities. Transferring economic rights alone does not make the buyer a member or release personal guarantees.
Legal details, sources & important limitations
Who this is for
A seller who owns the entire membership interest and an individual buyer acquiring that interest. The collection assumes an Illinois LLC with an existing S-corporation tax election and an eligible new individual owner.
When to use it
Use it as a starting point for attorney review before closing, after reviewing the operating agreement, ownership records, liens, contracts and financial disclosures. It documents a membership-interest sale, rather than a sale of selected company assets.
What the sample covers
- Seller, buyer and LLC identification; the 100% interest being transferred.
- Purchase price, payment, closing conditions and the effective date.
- Seller representations, disclosed liabilities and transaction-specific schedules.
- Assignment terms, required consents, governing law and signatures.
Complete the applicable fields and schedules, review each option, and resolve unused choices before signing. Use an additional page where needed; completing a blank does not replace review of the terms.
What this document does not accomplish
An assignment of economic rights alone does not admit the buyer as a member or grant management rights. Coordinate the purchase with a valid admission, the seller’s withdrawal and any necessary management changes under the existing operating agreement and Illinois law.
This sample is not a due-diligence report, debt release, lien termination or tax opinion. An ownership change does not erase the LLC’s existing liabilities or automatically release a seller’s personal guarantees.
These are private educational samples, not official Illinois forms or a set of three universally required documents. The necessary approvals and filings depend on the LLC’s governing documents and the actual transaction.
Illinois sources for this sample
Primary sources checked October 22, 2026. Review the current law and your company’s documents before use.
- 805 ILCS 180/30-1 — LLC property and distributional interests
- 805 ILCS 180/30-5 — Transfer does not itself confer member rights
- 805 ILCS 180/30-10 — Admission of a transferee and continuing obligations