Contribution Agreement (Changing from Sole Proprietorship to LLC)

This document is to be used when a sole proprietor is converting to a limited liability company. The purpose is to transfer the business's assets from the sole proprietorship to the LLC.


This contribution agreement is entered into on _______ between _____ (the “Contributor”) and _____ (the “Company”).

The Contributor is an individual doing business as (the “Business”).

The Contributor has caused the Company to be organized as a limited liability company under the laws of the state of _____.

The Contributor desires to contribute all of the assets used in the Business (the “Contributed Assets”) to the Company.

The parties therefore agree as follow:

The Contributor hereby sells, assigns, transfers, conveys, and delivers to the Company, its successors and assigns, to have and to hold forever, all of the Contributor’s right, title, and interest in and to the Contributed Assets. All of theContributed Assets are hereby sold, assigned, transferred, conveyed, and delivered to the Company, its successors and assigns, for their own use and benefit forever, with full substitution and subrogation to all rights and actions of warranty, free and clear of all liens, pledges and encumbrances of every kind, character and description whatsoever.

As consideration for the Contributed Assets, the Company hereby issues a 100% membership interest in the Company.

The parties are signing this agreement on the date stated in the introductory clause.







(Manager or Member)