Documents

Restricted Membership Unit Agreement

A restricted membership unit agreement is used by an LLC to issue restricted equity to certain members, generally founders. This agreement is similar to a restricted stock purchase agreement for the owner of equity in a corporation.

Enter your info below to download the document free of charge.

Name

Email Address

Company

View Other Documents Download

Download Restricted Membership Unit Agreement

Disclaimer. Please review and agree to the below Terms of Use (scrolling to the end).

Terms of Use

In addition to the Privacy Policy applicable to the entire Cozen O’Connor site (available at https://www.cozen.com/privacy-policy), the following terms apply to your use of the form library, document descriptions, glossary, and other help resources contained in the site (collectively, the “Materials”):

No Attorney-Client Relationship

The Materials have been prepared by Cozen O’Connor for general informational purposes only and are not intended to serve as advertising, a solicitation or legal advice. Neither the availability, operation, transmission, receipt nor use of the Materials is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon the Materials for any purpose without seeking legal advice from licensed attorneys and/or a tax professional in the relevant state(s).

No Tax Advice; Circular 230 Compliance

The information contained in the Materials does not constitute tax advice. Any discussion of tax matters contained herein is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein.

Statement Regarding Purpose of Documents

The Materials provide information for inception-stage companies with no significant assets or operations and minimal assumed total value. You should not use these materials if the business you are forming has significant existing assets or operations, or if any assets or contributions are being made by a founder that would cause the value of the company to be anything other than minimal.

Additionally, the Materials have been developed for companies organized in Delaware with primary offices in the United States (except for the form Employee Offer Letter, which was designed solely for employees based in Pennsylvania). Certain aspects of the Materials may be inapplicable or inappropriate for companies organized or based in specific states since laws and regulations can vary from state to state.

You agree and acknowledge that the Materials have not been prepared with your specific circumstances in mind and may not be suitable for use in your business. Review all documents carefully for accuracy before using them. Most documents contain [bracketed] text requiring information about your business.

Disclaimer of Liability

THE MATERIALS ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE MATERIALS. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Cozen O’Connor expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the Materials. By downloading, reviewing, or using the Materials, you waive any rights or claims you may have against Cozen O’Connor in connection therewith. The information contained in the Materials is provided only as general information and may not reflect the most current market and legal developments and may not address all relevant business or legal issues. Cozen O’Connor does not endorse, and is not responsible for, any third-party content that may be accessed through the COpilot™ web site.

Cozen O’Connor may, at its sole discretion and at any time, change the terms, conditions, content and operation of the Materials without any obligation to notify any person, including any prior user of the Materials. Cozen O’Connor also reserves the right to refuse to provide access to the Materials or the COpilot™ web site, and shall not be liable for any losses resulting from such refusal.

Compliance with Laws

You agree to use the Materials in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Cozen O’Connor harmless from and against any and all claims, damages, losses or obligations arising from any use of the Materials.

Use by Agents

You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the Materials on your behalf, you remain bound as a principal by all terms and conditions herein.

Please review and agree to the entire Terms of Use.

The restricted membership unit agreement is used when “restricted” equity is issued to a member of an LLC. The document contains restrictive covenants such as conditions on the sale or transferability of such membership units (such as rights of first refusal or co-sale), details regarding vesting, voting restrictions, and/or provisions regarding the repurchase rights of the LLC and how such rights may lapse or expire over time. Any of these provisions may be set forth in the LLC’s operating agreement in lieu of being set forth in a restricted membership unit agreement.