What does Lawsmith draft for a buy-sell agreement?

What happens to an owner's shares or units on death, disability, departure or divorce. You start from the matter's documents, describe it in your own words, or answer plain intake questions, and the draft comes back as an editable Word document for your review.

Where do the citations come from?

From the statutes, court rules, regulations and forms Lawsmith has saved from each state's government publishers, with the date each text was read and a label saying whether it is the official text. Before writing, the drafter must quote the saved text behind each citation; a citation with no checked quotation reaches you marked for verification.

Is it reviewed by an attorney?

No. Every draft is a first draft for a licensed attorney's review before it is signed, filed or sent. Each citation in it quotes the text Lawsmith has on file or is marked for verification.

Five documents free, no card. After that, Professional is $499 a month for one attorney.

Buy-Sell Agreement for attorneys in 13 states, drafted from published statutes

What you get

An editable Word document, drafted from your answers and the state's published law.
A proof of sources: every citation in the draft with the words it quotes, the source and whether it is the official text, the date the text was saved and its fingerprint.
Notes for counsel listing each point marked [VERIFY], each blank and each choice left for the client.

What the intake asks

Plain questions, in the order an attorney would take the facts. Anything left blank stays a marked blank in the draft; nothing is invented to fill it.

The company and its owners

The company is a
Company's legal name
Company details
Owners

The buyout

Triggering events
Who buys
Purchase price
Payment terms
Funding
Insurance details

Terms

Transfer restrictions
Disability definition
Closing
Related covenants

Signing

How will this be signed
Other instructions or open decisions

Where it is offered

Every state Lawsmith has sources for:

California Connecticut Delaware District of Columbia Florida Maryland Massachusetts New Jersey New York Ohio Pennsylvania Texas Virginia

Sources on file

The drafter works from the texts Lawsmith has saved for this document in the state you choose, plus federal law where it applies. Each is read from its government publisher and dated, and labelled official only where the state designates that text official.

State	Sources for this document
California	56
Connecticut	54
Delaware	67
District of Columbia	58
Florida	64
Maryland	53
Massachusetts	60
New Jersey	58
New York	63
Ohio	42
Pennsylvania	55
Texas	84
Virginia	53

Among them, for New Jersey:

N.J.S.A. 2A:14-1: 6 years
N.J.S.A. 12A:8-204 Effect of Issuer's Restriction on Transfer.
N.J.S.A. 14A:5-21 Agreements as to voting; provision in certificate of incorporation as to control of directors
N.J.S.A. 14A:7-12 Transfer of shares and restrictions on transfer
N.J.S.A. 17B:24-1.1 Insurable interests

The law on file, state by state

What the drafter reads for this document in each state, from the publisher's own pages. A listed text is on file; whether it governs your matter is your call. The collection does not establish complete legal coverage.

California

Cal. Corp. Code § 204. Optional provisions of the articles, including transfer restrictions statute
Subdivision (b) lets the articles of incorporation impose reasonable restrictions on the right to transfer or hypothecate shares, but a restriction does not bind shares issued before its adoption unless their holders…
Cal. Ins. Code § 10110.1. Insurable interest in life and disability insurance statute
An insurable interest is an interest based on a reasonable expectation of pecuniary advantage through another's continued life or a substantial interest from love and affection among close relatives, an individual has…
Cal. Com. Code § 8204. Effect of an issuer's restriction on transfer of a security statute
Text of UCC 8-204: an issuer's restriction on transfer is ineffective against a person without knowledge of it unless the security is certificated and the restriction is noted conspicuously on the certificate, or the…
Cal. Corp. Code § 16503. Transfer of a partner's transferable interest statute
A transfer of a partner's transferable interest is permissible but by itself does not cause dissociation or dissolution and does not entitle the transferee to participate in management, obtain information or inspect…
Cal. Corp. Code § 16701. Purchase of a dissociated partner's interest (buyout) statute
Text of the RUPA buyout: when a partner dissociates and the business continues, the partnership must purchase the partner's interest at the buyout price defined by reference to the greater of liquidation or…
Cal. Corp. Code § 418. Statements required on share certificates, including transfer restrictions statute
A share certificate, initial transaction statement and written statements must state the facts listed, including that the shares are subject to restrictions on transfer, any voting agreement or irrevocable proxy, and…
Cal. Civ. Code § 1624. Statute of frauds statute
Contract formation, interpretation and remedies text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Cal. Corp. Code § 16502. Partner's transferable interest statute
The only transferable interest of a partner is the partner's share of profits and losses and right to distributions, which is personal property.
Cal. Corp. Code § 17704.07: LLC powers and authority statute
Contract execution and entity authority text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Cal. Corp. Code § 16601. Events causing a partner's dissociation statute
Text listing the events of dissociation: notice of a partner's express will to withdraw, an event the agreement specifies, expulsion under the agreement or by unanimous vote in the stated circumstances, judicial…

Connecticut

Conn. Gen. Stat. § 34-243f: Operating agreement: Effect on third parties and relationship to records effective on behalf of limited liability company. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Conn. Gen. Stat. § 33-678. Restriction on transfer of shares and other securities statute
Connecticut share-transfer rule: the certificate of incorporation, bylaws, an agreement among shareholders or one between shareholders and the corporation may restrict the transfer or registration of transfer of shares;
Conn. Gen. Stat. § 34-243e: Operating agreement: Effect on limited liability company and person becoming member. Formation of agreement that becomes operating agreement. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Conn. Gen. Stat. § 34-247b: Signing of records delivered to Secretary of the State for filing. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Conn. Gen. Stat. § 34-247f: Effective date and time. Except as provided in section 34-247g and subject to the provisions of subsection (c) of section 34-247h, a certificate of organization is effective and a foreign registration certificate is effective on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Conn. Gen. Stat. § 34-259a: Transfer of transferable interest. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Conn. Gen. Stat. § 34-348. Transfer of partner's transferable interest statute
Connecticut transfer rule: a transfer of a partner's transferable interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to manage, obtain information or…
Conn. Gen. Stat. § 34-362. Purchase of dissociated partner's interest statute
Connecticut buyout rule: when a partner dissociates without dissolution, the partnership must buy the dissociated partner's interest at the amount that would have been distributable under 34-378(b) if the assets had…
Conn. Gen. Stat. § 38a-291. Life insurance owned by an employer or trust. Provisions and prohibitions. Construction statute
Connecticut rule on employer-owned life insurance: an employer or benefit trust may procure insurance on the lives of employees or retired employees, but must first obtain each insured's written consent, which must…
Conn. Gen. Stat. § 42a-8-204. Effect of issuer's restriction on transfer statute
Connecticut UCC Article 8 rule: a transfer restriction imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of it unless the security is certificated and the restriction is…

Delaware

18 Del. C. § 2704. Insurable interest; personal insurance statute
Delaware insurable-interest statute: a person may insure his own life or body for anyone's benefit, but no one may procure insurance on another individual unless the benefits are payable to the insured, the insured's…
6 Del. C. § 15-503. Transfer of partner's economic interest statute
Delaware transfer rule: a transfer of a partner's economic interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to manage, obtain information or inspect…
6 Del. C. § 15-701. Purchase of dissociated partner's partnership interest statute
Delaware buyout rule: when a partner dissociates without dissolution the partnership must buy the dissociated partner's interest at the fair value of the economic interest as of the date of dissociation based on the…
6 Del. C. § 18-1101: Construction and application of chapter and limited liability company agreement. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
6 Del. C. § 18-111: Interpretation and enforcement of limited liability company agreement. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
6 Del. C. § 18-405: Remedies for breach of limited liability company agreement by manager. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
6 Del. C. § 18-701: Nature of limited liability company interest. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
6 Del. C. § 18-702: Assignment of limited liability company interest. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
6 Del. C. § 18-703: Member’s limited liability company interest subject to charging order. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
6 Del. C. § 8-204. Effect of issuer's restriction on transfer statute
Delaware UCC Article 8 rule: an issuer's transfer restriction, even if otherwise lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted conspicuously…

District of Columbia

D.C. Code § 29–801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company. statute
D.C. LLC law from the Council’s code site. Review definitions, exceptions, nonwaivable limits and subsequent amendments; this collection does not establish complete legal coverage.
D.C. Code § 29-304.27. Restriction on transfer of shares and other securities statute
District of Columbia text: the articles, bylaws, an agreement among shareholders or between shareholders and the corporation may restrict the transfer or registration of transfer of shares, a restriction does not bind…
D.C. Code § 31-4716: Rights of parties under life policies statute
Where a life policy is effected in favor of, assigned to, or made payable to someone other than the insured or the person effecting it, that beneficiary or assignee is entitled to the proceeds and avails against the…
D.C. Code § 28:8-204. Effect of issuer's restriction on transfer statute
District of Columbia UCC Article 8 rule: an issuer's transfer restriction, even if lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted conspicuously…
D.C. Code § 29-605.03. Transfer of partner's transferable interest statute
District of Columbia text: a transfer of a transferable interest is permissible, does not by itself cause dissociation or dissolution, and gives the transferee no management, information or inspection rights, only the…
D.C. Code § 29-607.01. Purchase of dissociated partner's interest statute
District of Columbia buyout rule: when a partner dissociates without dissolution the partnership must purchase the interest for the amount that would have been distributable under § 29-608.07(b) on a sale of the assets…
D.C. Code § 29–801.08. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement. statute
D.C. LLC law from the Council’s code site. Review definitions, exceptions, nonwaivable limits and subsequent amendments; this collection does not establish complete legal coverage.
D.C. Code § 29–805.02. Transfer of transferable interest. statute
D.C. LLC law from the Council’s code site. Review definitions, exceptions, nonwaivable limits and subsequent amendments; this collection does not establish complete legal coverage.
D.C. Code § 28-3901: Definitions and purposes (Consumer Protection Procedures Act) statute
D.C. Code § 29-605.02. Partner's transferable interest in partnership statute
District of Columbia text: except as subchapter IX or Chapter 2 provides, the only transferable interest of a partner is the share of profits and losses and the right to receive distributions, and a partner's interest…

Florida

Fla. Stat. § 607.0627. Restriction on transfer of shares and other securities. statute
Florida text allowing the articles, bylaws, an agreement among shareholders or an agreement between shareholders and the corporation to restrict the transfer or registration of transfer of shares, stating that a…
Fla. Stat. § 620.8503. Transfer of partner's transferable interest. statute
Florida text stating that a transfer of a partner's transferable interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to participate in management, require…
Fla. Stat. § 620.8701. Purchase of dissociated partner's interest. statute
Florida text requiring a partnership, where a partner's dissociation does not result in dissolution, to cause the dissociated partner's interest to be purchased for a buyout price under subsection (2), computed as the…
Fla. Stat. § 627.404. Insurable interest; personal insurance. statute
Florida text stating that an individual may insure his or her own life for the benefit of any person, that no person may procure insurance on another's life unless the benefits are payable to the insured, the personal…
Fla. Stat. § 678.2041. Effect of issuer's restriction on transfer. statute
Florida text stating that a restriction on transfer imposed by the issuer, even if lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted conspicuously…
Fla. Stat. § 605.0105: LLC operating agreement scope statute
LLC operating agreement scope text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Fla. Stat. § 607.0625. Form and content of certificates. statute
Florida text stating that shares may but need not be certificated, that shareholders' rights are the same either way, and listing what each certificate must state on its face, with the further requirements including the…
Fla. Stat. § 605.0102 statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Fla. Stat. § 605.0103 statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Fla. Stat. § 605.0104 statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

Maryland

Md. Code, Corporations and Associations § 2-211. Contents of stock certificates; notice of transfer restrictions statute
Maryland text on what a stock certificate must state, including, without affecting § 8-204 of the Commercial Law Article, that where the corporation imposes a restriction on transferability the certificate must contain…
Md. Code, Commercial Law § 8-204. Effect of issuer's restriction on transfer statute
Maryland UCC Article 8 rule: an issuer's transfer restriction, even if lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted conspicuously on the…
Md. Code, Corporations and Associations § 9A-503. Transfer of partner's transferable interest statute
Maryland text: a transfer of a transferable interest is permissible, does not by itself cause dissociation or dissolution, and gives the transferee no management, information or inspection rights, only the distribution…
Md. Code, Corporations and Associations § 9A-701. Purchase of dissociated partner's interest statute
Maryland buyout rule: when a partner dissociates without dissolution the partnership must purchase the interest for the amount that would have been distributable under § 9A-807(b) on a sale of the assets at the greater…
Md. Code, Insurance § 12-201. Insurable interest in life or body of another statute
Maryland insurable-interest statute: a competent individual may insure his or her own life for anyone's benefit, but a person may not procure insurance on another's life unless the benefits are payable to the insured,…
Md. Code, Commercial Law § 13-101: Definitions (Maryland Consumer Protection Act) statute
Consumer means an actual or prospective purchaser, lessee or recipient of consumer goods, services, realty or credit, and expressly includes a co-obligor or surety for a consumer.
Md. Code, Corporations and Associations § 4-401. Unanimous stockholders' agreement of a close corporation statute
Maryland close corporation text: under a unanimous stockholders' agreement the stockholders may regulate any aspect of the corporation's affairs, including management, restrictions on the transfer of stock, a right to…
Md. Code, Corporations and Associations § 4-503. Restrictions on transfer of stock of a close corporation statute
Maryland close corporation transfer rule, with its definition of transfer (excluding transfers by operation of law to representatives, liens and security interests, but reaching foreclosure sales by those persons), and…
Md. Code, Corporations and Associations § 4A-402: LLC authority and management statute
LLC authority and management text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Md. Code, Corporations and Associations § 9A-502. Partner's transferable interest statute
Maryland text: the only transferable interest of a partner is the share of profits and losses and the right to receive distributions, which is personal property.

Massachusetts

Mass. Gen. Laws ch. 156D, § 6.27. Restriction on transfer of shares and other securities statute
Massachusetts share-transfer rule: the articles, bylaws, an agreement among shareholders or one with the corporation may restrict the transfer or registration of transfer of shares;
Mass. Gen. Laws ch. 106, § 8-204. Effect of issuer's restriction on transfer statute
Massachusetts UCC Article 8 rule: an issuer's transfer restriction, even if otherwise lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted…
Mass. Gen. Laws ch. 156C, § 35: Liability for distribution in excess of terms of operating agreement statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Mass. Gen. Laws ch. 156C, § 40: Judgment against member payable with interest in limited liability company statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Mass. Gen. Laws ch. 156C, § 67: Certification of authority to act for limited liability company statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Mass. Gen. Laws ch. 108A, § 27. Conveyance of interest in partnership; rights of assignee statute
Massachusetts assignment rule: a partner's conveyance of his interest does not of itself dissolve the partnership and, absent agreement, does not entitle the assignee to interfere in management, require information or…
Mass. Gen. Laws ch. 156C, § 11: Reliance on records and documents statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Mass. Gen. Laws ch. 156C, § 13: Amendment of certificate of organization statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Mass. Gen. Laws ch. 156C, § 17: Filing of certificate with state secretary statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Mass. Gen. Laws ch. 156C, § 19: Restated certificates of organization statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

New Jersey

N.J.S.A. 42:2C-13 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.J.S.A. 12A:8-204 Effect of Issuer's Restriction on Transfer. statute
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of it unless the security is certificated and the restriction is noted…
N.J.S.A. 14A:7-12 Transfer of shares and restrictions on transfer statute
Shares are personal property transferable under UCC Chapter 8; any reasonable restriction on transfer may be enforced against the holder and successors if imposed by the certificate of incorporation, by-laws, a…
N.J.S.A. 42:1A-29 Transfer of partner's interest statute
A transfer of a partner's transferable interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to participate in management, require information or inspect…
N.J.S.A. 42:2C-12 Operating agreement; effect on limited liability company and persons becoming members; preformation agreement. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.J.S.A. 42:2C-42 Transfer of transferable interest. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.J.S.A. 42:2C-66 Action by attorney general. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.J.S.A. 14A:5-21 Agreements as to voting; provision in certificate of incorporation as to control of directors statute
A written and signed agreement between two or more shareholders on how their shares will be voted is specifically enforceable, and a certificate provision that restricts the board or transfers management to named…
N.J.S.A. 42:1A-28 Transferable interest of partner statute
The only transferable interest of a partner is the partner's share of profits and losses and right to receive distributions, and that interest is personal property.
N.J.S.A. 42:2C-11 Operating agreement; scope, function, and limitations. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

New York

N.Y. Insurance Law § 3205. Insurable interest in the person; consent required; exceptions. statute
Insurable-interest rule: for persons not closely related, an insurable interest is a lawful and substantial economic interest in the continued life, health or bodily safety of the insured;
N.Y. Limited Liability Company Law § 102: § 102. Definitions. (a) "Articles of organization" means the articles statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.Y. Limited Liability Company Law § 211: Amendment of articles of organization statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.Y. Business Corporation Law § 508. Certificates representing shares. statute
Shares are represented by certificates or are uncertificated; certificates state the corporation's New York formation, the holder's name and the number and class of shares, and each certificate of a multi-class…
N.Y. Business Corporation Law § 513. Purchase, redemption and certain other transactions by a corporation with respect to its own shares. statute
A corporation may not purchase or redeem its own shares for cash, property or indebtedness if it is insolvent or would be made insolvent, and only out of surplus;
N.Y. Limited Liability Company Law § 201: § 201. Purpose. A limited liability company may be formed under this statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.Y. Limited Liability Company Law § 405: Notice of meetings of members statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.Y. Limited Liability Company Law § 406: Waiver of notice statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.Y. Limited Liability Company Law § 416: § 416. Vacancies. (a) Except as provided in the operating agreement, statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
N.Y. Limited Liability Company Law § 417: Operating agreement statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

Ohio

Ohio Rev. Code § 1706.082 | Operating agreement amendment, provision of rights, obligations. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Ohio Rev. Code § 1308.11. Effect of issuer's restriction on transfer - UCC 8-204 - issuer's lien - UCC 8-209. statute
Ohio text stating that a restriction on transfer of a security imposed by the issuer, even if lawful, is ineffective against a person without actual knowledge unless the security is certificated and the restriction is…
Ohio Rev. Code § 1706.01 | Limited liability company definitions. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Ohio Rev. Code § 1706.17 | Filed records of a limited liability company to be signed. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Ohio Rev. Code § 1706.33 | Right of members and dissociated members to records. statute
LLC governance, operating agreements and member or manager actions text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Ohio Rev. Code § 1706.341. Assignment of limited liability company interest. statute
Ohio text stating that an assignment of a membership interest is permissible, does not by itself make the member cease to be a member or cause dissolution, and, subject to section 1706.332, does not entitle the assignee…
Ohio Rev. Code § 1776.49. Transfer of partner's transferable interest. statute
Ohio text stating that a transfer of a partner's economic interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to participate in management, require…
Ohio Rev. Code § 1776.54. Purchase of dissociated partner's interest. statute
Ohio text requiring a partnership, where a partner's dissociation does not result in dissolution, to cause the dissociated partner's interest to be purchased for a buyout price under division (B), computed as the amount…
Ohio Rev. Code § 1701.25. Statements on certificate for shares. statute
Ohio text listing what each share certificate must state, including the corporation, the holder, the number and class of shares and the express terms or a summary of them, and, in division (B), stating that no…
Ohio Rev. Code § 1701.591. Close corporation agreement. statute
Ohio text on close corporation agreements: to qualify, every shareholder at adoption must assent in writing, the agreement must be set out in the articles, regulations or another written instrument, and it must state…

Pennsylvania

13 Pa.C.S. § 8204. Effect of issuer's restriction on transfer. statute
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of it unless the security is certificated and the restriction is noted…
15 Pa.C.S. § 8453. Transfer of transferable interest. statute
A transfer of a transferable interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to participate in management or (except as stated) to information;
15 Pa.C.S. § 8471. Purchase of interest of person dissociated as partner. statute
Where a person is dissociated without dissolution, the partnership must cause the person's interest to be purchased for a buyout price equal to what would have been distributable on a hypothetical sale and winding up on…
15 Pa.C.S. § 8817. Amendment and effect of operating agreement. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
15 Pa.C.S. § 8852. Transfer of transferable interest. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
15 Pa.C.S. § 1529. Transfer of securities; restrictions. statute
Transfer of a business corporation's securities may be regulated by bylaws consistent with 13 Pa.C.S. Division 8;
15 Pa.C.S. § 2322. Share transfer restrictions (statutory close corporations). statute
Unless a bylaw adopted by the shareholders provides otherwise, no interest in shares of a statutory close corporation may be transferred, voluntarily or involuntarily, except to the corporation or another shareholder of…
15 Pa.C.S. § 8452. Nature of transferable interest. statute
A transferable interest is personal property, and a person may not transfer to a person who is not a partner any rights in a partnership other than a transferable interest.
15 Pa.C.S. § 8812. Definitions. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
15 Pa.C.S. § 8813. Knowledge and notice. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

Texas

Tex. Bus. Orgs. Code § 101.1115. Effect of death or divorce on membership interest. statute
Texas text stating that on a member's divorce the spouse is an assignee of the membership interest to the extent of the spouse's interest, that on a member's death the surviving spouse, heirs, devisees, personal…
Tex. Bus. Orgs. Code § 21.210. Restriction on transfer of shares and other securities. statute
Texas text allowing a restriction on the transfer or registration of transfer of a security, or on the amount a person may own, to be imposed by the certificate of formation, the bylaws, a written agreement among two or…
Tex. Bus. Orgs. Code § 21.212. Bylaw or agreement restricting transfer of shares or other securities. statute
Texas text allowing a corporation with a bylaw or agreement restricting transfer to file a copy with the secretary of state with the statement the section describes, and stating the effect of the filing on notice to…
Tex. Bus. & Com. Code § 8.204. Effect of issuer's restriction on transfer. statute
Texas text stating that a restriction on transfer imposed by the issuer, even if lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted conspicuously…
Tex. Bus. Orgs. Code § 152.401. Transfer of partnership interest. statute
Texas text stating that a partner may transfer all or part of the partner's partnership interest.
Tex. Bus. Orgs. Code § 21.209. Transfer of shares and other securities. statute
Texas text stating that, except as the code otherwise provides, a corporation's shares and other securities are transferable in accordance with Chapter 8 of the Business & Commerce Code.
Tex. Bus. Orgs. Code § 21.213. Enforceability of restriction on transfer of certain securities. statute
Texas text stating that a transfer restriction is specifically enforceable against the holder and successors if it is reasonable and noted conspicuously on the certificate or, for an uncertificated security, the holder…
Tex. Ins. Code § 1103.053. Insurable interest of beneficiary, owner, transferee, or assignee. statute
Texas text stating that a beneficiary or owner designated in accordance with the subchapter, or an entity to which a policy or interest is transferred or assigned in accordance with it, has an insurable interest in the…
Tex. Bus. Orgs. Code § 152.602. Redemption price. statute
Texas text stating that the redemption price of a withdrawn partner's interest is its fair value on the date of withdrawal, and that for a partner who wrongfully withdraws before the end of the partnership's duration or…
Tex. Bus. Orgs. Code § 21.101. Shareholders' agreement. statute
Texas text allowing the shareholders of a corporation to enter into an agreement that restricts the board's discretion, eliminates the board, fixes directors or officers, determines their terms and the further matters…

Virginia

Virginia Code § 13.1-649. Restriction on transfer of shares and other securities statute
Virginia text: the articles, bylaws, an agreement among shareholders or between shareholders and the corporation may restrict the transfer or registration of transfer of shares, a restriction does not bind shares issued…
Virginia Code § 13.1-1038. Nature of interest in limited liability company. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Virginia Code § 38.2-301. Insurable interest required; life, accident and sickness insurance statute
Virginia insurable-interest statute: a person may not knowingly procure insurance on another's life unless the benefits are payable to the insured, the insured's personal representative or a person with an insurable…
Virginia Code § 50-73.107. Transfer of partner's transferable interest statute
Virginia text: a transfer of a partner's transferable interest is permissible, does not by itself cause dissociation or dissolution, and does not entitle the transferee to participate in management, obtain information…
Virginia Code § 50-73.112. Purchase of dissociated partner's interest statute
Virginia buyout rule: when a partner dissociates without dissolution, the partnership must purchase the dissociated partner's interest for a buyout price equal to what would have been distributable on a sale of the…
Virginia Code § 8.8A-204. Effect of issuer's restriction on transfer statute
Virginia UCC Article 8 rule: a transfer restriction imposed by the issuer, even if lawful, is ineffective against a person without knowledge unless the security is certificated and the restriction is noted conspicuously…
Va. Code § 59.1-198: Definitions statute
Va. Code § 8.01-382: Verdict, judgment or decree to fix period at which interest begins; final order; judgment or decree for interest statute
The court or jury may fix the date interest begins on any principal sum awarded, and the order must provide for interest until the principal is paid.
Virginia Code § 13.1-1002. (Effective until January 1, 2027) Definitions. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.
Virginia Code § 13.1-1011. Articles of organization. statute
LLC governance and operating agreements text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

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