Request to Assign a New Member

Jurisdiction: Country: Canada | Province or State: Ontario

What is a Request to Assign a New Member?

A Request to Assign a New Member is a formal document. You use it to replace an existing member with a new person or entity. It asks the organization or counterparty to recognize the change. It records the details, consents, and conditions that apply to the change. It also confirms when the new member takes on rights and duties.

The “member” can mean different things. In a partnership, a member is often a partner. In a limited liability partnership, a member may be a partner or designated member. In a non-profit or co‑operative, a member is an individual or entity with membership rights. In a joint venture or project team, a member is a named participant or key person. In internal governance, a member may be a committee or board appointee. The form adapts to each context. Your governing documents decide what is possible and what approval you need.

Who typically uses this form?

Business owners use it during changes in ownership or leadership. Managing partners use it to admit a new partner. Corporate secretaries use it to keep records current. Non-profits use it to process membership changes where transfer is allowed. Co‑operatives use it to handle occupancy or membership assignments. Project managers use it to swap a named team member on a contract. Franchisors and franchisees use it to update the “operating principal.” Condo or community boards use it to fill committee seats. In each case, the form explains the change and seeks proper consent.

Why would you need this form?

You need it to obtain approval, preserve continuity, and avoid disputes. It helps you confirm who holds rights and who owes duties. It reduces the risk of unauthorized transfers. It also supports accurate records and compliance. Banks, insurers, and regulators often expect clean records. Vendors and clients want clarity on who can bind the organization. The form creates a paper trail that shows you followed the rules.

Typical usage scenarios include the following. A partner retires and sells their interest to an incoming partner. A non-profit admits a new member and removes a member who has moved or resigned. A co‑op household assigns membership to a qualified replacement, subject to approval. A joint venture replaces a project engineer after a secondment. A franchisee replaces the day‑to‑day manager named in the agreement. A board fills a vacant committee seat with a new appointee. In each case, the request sets out the change and triggers the approval process.

This form does not do everything on its own. It usually sits with other documents. You may need a consent resolution, an assumption agreement, and a release for the outgoing member. You may need proof of qualifications or background checks. You may need to update registers and notify third parties. The form organizes these steps and shows what must happen before the change takes effect.

When Would You Use a Request to Assign a New Member?

You use this form when your contract or governing documents require approval for changes. You also use it when your policies require a record of who is in and who is out. It serves both external and internal changes.

Consider a law firm structured as a partnership or LLP. A senior partner retires. You plan to admit a lateral partner who will buy a share of profits. The partnership agreement requires a vote. The bank requires an updated signing authority. You submit a request that names the outgoing and incoming partners. You attach the proposed effective date and the admission terms. You ask for the needed consents. Once approved, you update your registers and notify service providers.

Consider a non-profit where membership can be transferred with board consent. A long‑standing member moves away and recommends a replacement. The bylaws allow an assignment if the replacement meets criteria. You submit a request that confirms eligibility and sets a handover plan. The board reviews the request and votes. You issue a membership certificate to the new member and cancel the old one.

Consider a co‑op housing arrangement. A member wants to assign occupancy to a new household. The co‑op requires screening and board approval. You file a request that identifies the unit, the assignor, and the proposed assignee. You attach proof of income and references. The co‑op reviews and either approves or rejects the request within a set timeline.

Consider a joint venture with a public client. The contract names key team members. You need to replace a project manager who has left. The client must approve any substitution. You submit a request to assign the role to a new team member. You attach resumes, certifications, and transition plans. The client reviews and consents, and the change becomes effective.

Consider a franchise agreement that names an operating principal. The current principal resigns. You propose a new principal who meets system requirements. You file a request that sets out training status, experience, and proposed start date. The franchisor reviews the request and confirms approval in writing.

Consider an internal board or committee change. A committee member steps down mid‑term. The board wants to appoint a replacement. You submit a request that nominates the new member. You include a short profile and any conflict disclosures. The board approves the request by resolution.

In each example, the form acts as a trigger and a record. It helps you route the request to the right gatekeepers. It collects the data needed for a yes or no decision. It shows when the change takes effect and on what terms.

Common triggers include retirement, resignation, death, incapacity, or sale of a stake. You also see changes after performance issues, conflicts of interest, or reorganization. Some changes occur due to growth, secondments, or parental leave. Others follow regulatory requirements or client directions. The form helps you handle the change in a controlled, compliant way.

Typical users include business owners, managing partners, directors, and corporate secretaries. HR or operations managers often prepare the request. Project managers and procurement leads handle client approvals on contracts. Franchise owners and field consultants manage requests in franchise systems. Community managers and board chairs handle co‑op or condo committee changes.

Legal Characteristics of the Request to Assign a New Member

Is the form legally binding? The request itself is usually not binding. It is a request for approval and a record of intent. The binding effect comes from the approval and the related agreements. If the governing documents allow transfer or substitution, and all consents are given, the assignment can become binding. If the documents prohibit transfer, the request will fail, or you may need to use an admission and withdrawal process.

What ensures enforceability? First, authority matters. The people who sign must have the power to act. The assignor must have the right to transfer or resign. The organization must have the right to admit or appoint the new member. The approving body must have quorum and follow voting rules. The people who sign consents must have actual signing authority.

Second, proper consent is key. Many memberships or roles are not freely assignable. They require board, partner, or client approval. Some require a supermajority or unanimous consent. Some require third‑party consent, such as lenders or major clients. The request sets out the consents needed and records the approvals.

Third, the new member must accept obligations. The assignee must assume all ongoing duties tied to the membership or role. This includes financial obligations, confidentiality, and compliance with policies. If the role involves personal services, the organization may need additional confirmation of qualifications. The assumption should be clear and signed.

Fourth, consider consideration and releases. If money changes hands, the terms should be clear. If the outgoing member is stepping away, a release may be needed. A release may cover dues, claims, or indemnities. These allocations should be clear to avoid disputes.

Fifth, define the effective date and any conditions. Many assignments are conditional. Approval may be subject to payment, training, or background checks. The request should list conditions. It should also state who confirms when all conditions are met.

Sixth, comply with your document rules. Bylaws, partnership agreements, co‑op rules, and policies control the process. They may restrict transfer rights. They may require notices, timelines, or forms. They may set eligibility criteria. The request should show how you meet those rules.

Seventh, handle personal information with care. The request collects personal and business data. You should only collect what you need, secure it, and use it for this purpose. You should disclose why you collect it and who will see it. You should keep it only as long as needed under your policy.

Eighth, keep records. Update your registers, minute book, and rosters. Keep copies of the request, approvals, and related agreements. Notify banks, insurers, vendors, and clients as needed. If your sector requires registry filings, complete them as required. Good records support enforceability and reduce risk.

Finally, consider sector rules and professional obligations. Certain roles require licences, designations, or clearances. You cannot assign those rights without meeting the required standards. The request should include proof that the new member meets all requirements.

In summary, the request is a procedural tool. It becomes part of a binding change when approval is granted and the assumption is signed. Enforceability comes from authority, consent, clear terms, and compliance with governing rules.

How to Fill Out a Request to Assign a New Member

Before you start, review your governing documents. Check if transfer or substitution is allowed. Confirm who must approve and how. Identify any notices, timelines, or voting thresholds. List any eligibility criteria for the new member. Note any third‑party consents you may need.

Step 1:

Identify the parties. Name the organization or contract counterparty receiving the request. Identify the current member (the assignor) and their status. Identify the proposed new member (the assignee). Include legal names, registration numbers if applicable, and contact details. If the member is a role rather than an ownership interest, state the title and unit.

Step 2:

Add background. Explain why you are making the request. State whether the current member is resigning, selling, or being replaced. Reference the clause or policy that allows the change. Keep it short and factual.

Example: “You are asking to replace the named project manager due to resignation. The contract allows substitution with client consent.”

Step 3:

Describe the membership or role. Specify what is being assigned or replaced. If it is a partnership interest, state the percentage or class. If it is a non-profit membership, describe the category and rights. If it is a committee seat, name the committee and term. If it is a project role, name the role and responsibilities. Attach a schedule if detail is needed.

Step 4:

Set the effective date. Propose a date when the change should take effect. If conditions must be met first, include a condition precedent clause. Example: “Effective on the later of board approval and completion of training.”

Step 5:

State conditions and deliverables. List what must happen before the change takes effect. This may include payment, training, background checks, conflict disclosures, or client interviews. Include any documents to be delivered, such as IDs, certificates, or NDAs. Keep the list clear and complete.

Step 6:

Address consent requirements. Set out who must consent and how. Indicate whether you seek board, partner, or client consent. If a vote is needed, state the threshold. If unanimous consent is required, say so. Include signature blocks for each consenting party or a place to attach a resolution.

Step 7:

Include an assumption clause. Have the proposed new member agree to assume all obligations. Include ongoing dues, confidentiality, and compliance with rules and policies. If the role involves fiduciary duties, state that the assignee understands and accepts those duties. Require the assignee to confirm they have reviewed the governing documents.

Step 8:

Add representations and warranties. The assignor should confirm they have the right to request the assignment. They should confirm there are no undisclosed liens or restrictions. The assignee should confirm they meet eligibility criteria and hold any required licences. The organization may confirm due authorization once it approves.

Step 9:

Deal with releases and indemnities. If the outgoing member will be released from future obligations, say so. If the organization needs an indemnity for pre‑effective matters, include it. If the assignee seeks protection for pre‑effective issues, address that as well. Align these with your policies and agreements.

Step 10:

Set consideration terms if money is involved. If the transfer involves a purchase price, describe it. Include timing, method of payment, and any holdbacks. If the organization controls admission fees or capital accounts, set those amounts. If there is no payment to the organization, say so.

Step 11:

Plan the transition. Include a handover plan for records, clients, files, and access. Set a date to revoke the outgoing member’s access. Set a date to grant access to the new member. Address email, keys, systems, and authorizations. If training is needed, schedule it. If client notice is required, state who sends it and when.

Step 12:

Attach schedules. Common schedules include the following:

• Schedule A: Governing documents or relevant clauses.
• Schedule B: Description of the membership interest or role.
• Schedule C: Eligibility proof, licences, or resumes.
• Schedule D: Resolutions, consents, or ballots.
• Schedule E: Payment terms or capital account statements.
• Schedule F: Transition checklist and asset list.

Step 13:

Prepare signature blocks. Include a signature block for the assignor. Include a signature block for the assignee. Include a signature block for the organization or approving body. If needed, include signature lines for partners, directors, or clients. Add the printed name, title, and date for each signatory. If your policies require witnesses, add witness lines. If your system permits electronic signatures, confirm acceptance.

Step 14:

Route the request. Send the request to the person or body that must approve it. Follow any notice method in your documents. Track the request and note timelines for responses. If you need a meeting or vote, schedule it and circulate materials.

Step 15:

Record the approval. Keep the signed consent or resolution with the request. Note the effective date and any conditions met. If there are conditions outstanding, track them to completion. Do not implement the change until conditions are satisfied.

Step 16:

Implement and notify. Update registers, rosters, and minute book entries. Update signing authorities and bank mandates. Update insurance certificates if needed. Adjust payroll or profit share records if applicable. Notify clients, vendors, and stakeholders, as appropriate. Confirm system access changes and collect any assets from the outgoing member.

Step 17:

File and retain. Store the request, consents, and related documents in your records. Follow your retention policy. Limit access to personal information to those who need it. Set reminders for any post‑closing obligations, such as training or probation reviews.

Practical example:

You manage a professional partnership. A partner retires, and an incoming partner buys a 10% interest. You complete the request naming both parties. You state the percentage and purchase terms. You list conditions: partner vote, payment, insurance update, and client notices. You attach the assumption agreement and a release. The partners vote and approve. You implement the access changes on the effective date. You update the registers and minute book the same day.

Another example:

You operate a co‑op and need to assign membership to a new household. You complete the request with both parties’ details. You list screening steps and timelines. You attach income verification and references. The board reviews and approves with conditions. You complete the move‑in checklist and update the roster. You issue a new membership certificate and cancel the old one.

A final example:

You lead a project subject to strict client controls. Your named project manager leaves. You submit the request with the proposed replacement’s credentials. You include a transition plan and schedule a client interview. The client consents and sets a start date. You confirm conditions and implement on that date. You document each step for the audit trail.

When you follow these steps, you create a clear, defensible record. You also reduce delays and confusion. You help decision‑makers say yes because you give them what they need. And you make the change smooth for your team and your stakeholders.

Legal Terms You Might Encounter

Member means a person or entity that holds rights in your organization. Those rights may include voting, profits, or access to records. On this form, you confirm exactly who the new member is and what they get.

Assignment means the act of admitting or transferring a membership interest. The form records the request and the terms of that admission or transfer. It shows who is giving rights and who is receiving them.

Membership interest describes the bundle of rights tied to the membership. It can include ownership percentage, profit share, and voting rights. The form should state the class or percentage being assigned, if used.

Capital contribution is what the new member pays into the organization. It can be cash, assets, or services, if allowed. The form should state the amount, timing, and any conditions tied to it.

Consideration refers to what each side gives to make the deal binding. The new member gives their contribution. The organization grants membership rights. The form should clearly set that exchange.

Consent means the required approvals from current owners or the board. Your governing documents set the approval threshold. The form will often include a consent section or an attached resolution.

Resolution is the written decision to admit the new member. It records who voted and the result. The form may embed the resolution or attach it as a schedule.

Effective date is when the new member’s rights start. It affects profit sharing, voting, and liability timing. The form should state the date and the time zone if relevant.

Representations and warranties are statements of fact each side makes. Examples include authority to sign, accuracy of information, and no conflicts. The form may include these statements to reduce risk.

Conditions precedent are things that must happen before the assignment takes effect. Examples include payment clearing, approvals being obtained, or documents being delivered. The form should list these conditions, if any, in clear terms.

FAQs

Do you need unanimous consent to assign a new member?

That depends on your governing documents. Check approval thresholds in your agreement or bylaws. If they require unanimous consent, you must meet it. If they allow a lower threshold, document who approved. Record the consent clearly in your resolution.

Do you need to update your governing documents for a new member?

You might. If you add a new class of membership or change voting rights, you may need amendments. If your documents already cover this scenario, a resolution may be enough. Check for rights of first refusal, pre-emptive rights, or caps on members. Update only what you must, and record every change.

Do you need a valuation before admitting a new member?

Not always, but it helps. A valuation supports the contribution amount and ownership percentage. It reduces disputes about fairness. If using non-cash contributions, include a clear method of valuation. Attach any summary to your records.

Do you need to include services as a contribution?

Only if your governing documents allow it. If they do, be precise. Define the scope, milestones, and timing of services. Set what happens if milestones are missed. Clarify how you value the services and when rights vest.

Can you backdate the effective date?

Backdating is risky. It can create accounting and tax confusion. It can also cause disputes over profits or votes. Use a forward date, and align it with payment or closing conditions. If you need a particular date, explain why and document it.

Do you need to notify your bank, insurer, or key partners?

Usually, yes. Banks and insurers care who controls or owns the organization. Some contracts require notice or consent for ownership changes. Review loan agreements, leases, and major supplier contracts. Send notices promptly and keep proof.

Can you revoke the request after signing?

Only if the form or a separate agreement allows it. Otherwise, it may bind you once conditions are met. If you need flexibility, add a termination clause. State who can terminate, by when, and with what consequences.

Do you need to issue updated certificates or registers?

Yes, keep your records aligned with the form. Update your register of members, capitalization records, and minute book. If you issue certificates, cancel old ones and issue new ones. Make sure the totals still add up.

Checklist: Before, During, and After

Before signing: Information and documents needed

• Current governing documents: articles, bylaws, or agreements.
• Any prior amendments and special rights or restrictions.
• Ownership or membership register, including percentages and classes.
• Draft resolution format and approval thresholds.
• Details for the new member: full legal name and address.
• Proof of authority if the new member is an entity.
• Contribution details: cash, assets, or services.
• Valuation support for non-cash contributions.
• Payment method, timing, and escrow details if used.
• Any required regulatory or third-party approvals.
• Key contracts that may require notice or consent.
• Tax and accounting guidance for allocation and timing.
• Identity verification requirements and conflict checks.

During signing: Sections to verify

• Names, addresses, and legal capacities are correct.
• Description of membership interest and class is precise.
• Ownership percentage or units add up across all members.
• Contribution amount, schedule, and method are clear.
• Conditions precedent are specific and measurable.
• Effective date aligns with payment and approvals.
• Consent and resolution language meets your thresholds.
• Representations and warranties reflect agreed facts.
• Any vesting, earn-out, or clawback terms are spelled out.
• Confidentiality, non-compete, or non-solicit terms, if any, are correct.
• Dispute resolution and governing law are consistent with your documents.
• Schedules and exhibits are attached and labeled.
• Signature blocks match names and roles.
• Witnessing or notarization, if required, is complete.
• Each signer has authority to bind their side.

After signing: Filing, notifying, and storing

• Confirm all conditions precedent are satisfied.
• Collect payments and confirm funds received.
• Deliver assets or documents listed as contributions.
• Update your register of members and ownership records.
• Issue or cancel certificates, if you use them.
• Record the resolution and the form in your minute book.
• Update accounting entries and cap table totals.
• Notify your bank, insurer, landlord, and key partners.
• Send any required notices to regulators or associations.
• Update signature cards and online banking access.
• Update tax and payroll accounts if roles change.
• Adjust internal approvals and spending limits if needed.
• Onboard the new member: policies, portals, and security access.
• Calendar dates for vesting, milestones, or post-closing tasks.
• Store signed copies securely and back them up.

Common Mistakes to Avoid

Not matching the form to your governing documents.

Don’t forget to confirm approval thresholds, classes, and rights. A mismatch can make the admission invalid or disputed.

Vague or missing contribution terms.

Don’t leave payment timing or service scope unclear. Ambiguity leads to missed payments, tax issues, and conflict.

Unclear effective date and conditions.

Don’t mix dates or ignore prerequisites. Confusion causes accounting errors and profit allocation disputes.

Skipping required consents or notices.

Don’t assume internal approval is enough. Missing lender or partner consents can trigger defaults or penalties.

Failing to update records after signing.

Don’t wait to revise registers or notify your bank. Out-of-date records can block transactions and slow operations.

What to Do After Filling Out the Form

Collect signatures from all required parties. Confirm signers have authority. If you use electronic signatures, keep a robust audit trail.

Confirm all conditions precedent are complete. Verify payments cleared, approvals arrived, and documents were delivered. Do not treat the admission as effective until you confirm each item.

Adopt and record the resolution. File it with your minute book. Include the vote results and the effective date.

Update ownership and membership records. Adjust the register of members and any cap table. Ensure totals equal 100% or the correct number of units.

Issue or cancel certificates if you use them. Record certificate numbers, dates, and holders. Collect any certificates being canceled.

Notify key stakeholders. Tell your bank, insurer, and major counterparties. Provide any documents they request, such as resolutions or specimen signatures.

Update operational systems. Change signing authorities, spending limits, and approval workflows. Update user access to finance, HR, and document systems.

Adjust tax and accounting entries. Record contributions, allocations, and any issuance costs. Align your effective date with your accounting period.

Complete onboarding. Provide policies, conflict checks, and confidentiality undertakings. Set training and access schedules.

Prepare any needed amendments. If your documents no longer fit, draft targeted amendments. Keep changes as narrow as possible and record why you made them.

Distribute final copies. Send the fully executed form and resolution to all relevant parties. Include a brief summary of rights, contributions, and dates.

Plan a post-closing review. Set a date to verify that every register, notice, and payment is complete. Close out any open conditions or follow-up items.