42:2B-21 - Members of limited liability company, interest
42:2B-21. Members of limited liability company, interest
21. a. In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of:
(1) The formation of the limited liability company; or
(2) The time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when the person's admission is reflected in the records of the limited liability company.
b. After the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company:
(1) In the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the consent of all members and when the person's admission is reflected in the records of the limited liability company; or
(2) In the case of an assignee of a limited liability company interest, (a) as provided in section 46 of this act and (b) at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when the assignee's permitted admission is reflected in the records of the limited liability company.
c. A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company.
d. An operating agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned, and shall become bound by the operating agreement (a) if the person (or a representative authorized by the person orally, in writing or by other action such as payment for a limited liability company interest) executes the operating agreement or any other writing evidencing the intent of the person to become a member or assignee, or (b) without such execution, if the person (or a representative authorized by the person orally, in writing or by other action such as payment for a limited liability company interest) complies with the conditions for becoming a member or assignee as set forth in the operating agreement or any other writing and requests (orally, in writing or by other action such as payment for a limited liability company interest) that the records of the limited liability company reflect such admission or assignment; and
(2) Shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in paragraph (1) of this subsection, or by reason of its having been signed by a representatives as provided in this act.
L.1993,c.210,s.21.