31 §687. Right of assignee to become a member (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 7: OWNERSHIP AND TRANSFER OF PROPERTY
§687. Right of assignee to become a member
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Right to become member. An assignee of a membership interest may become a member if:
A. The operating agreement or articles of organization so provide; or [1993, c. 718, Pt. A, §1 (NEW).]
B. All other members and the assignee consent. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Rights, powers and liabilities of assignee as a member. An assignee who becomes a member has to the extent assigned the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, an operating agreement and this Act. An assignee who becomes a member also is liable for any obligations of the assignor to make contributions and to return distributions under section 662. The assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from an operating agreement or articles of organization.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Assignor not released. Whether or not an assignee of a membership interest becomes a member, the assignor is not released from liability to a limited liability company under section 662.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Assignment ceases membership. Except as otherwise provided in the operating agreement or articles of organization, a member who assigns that member's entire interest in a limited liability company ceases to be a member or to have the power to exercise any rights of a member when an assignee of that member's interest becomes a member with respect to the assigned interest.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).