79-29-704 - Right of assignee to become a member.
§ 79-29-704. Right of assignee to become a member.
(1) An assignee of a limited liability company interest may become a member if and to the extent that (a) the certificate of formation or limited liability company agreement so provides or (b) all other members consent.
(2) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the certificate of formation or limited liability company agreement and this chapter. An assignee who becomes a member also is liable for the obligations of his assignor to make and return contributions as provided in Articles 5 and 6 of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a member and which could not be ascertained from the records required to be kept pursuant to Section 79-29-107.
(3) Unless otherwise provided in the certificate of formation or limited liability company agreement, whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his liability to the limited liability company under Articles 5 and 6 of this chapter.
Sources: Laws, 1994, ch. 402, § 46, eff from and after July 1, 1994.