42:2B-46 - Conditions for assignee becoming member; rights, obligations, liability
42:2B-46 Conditions for assignee becoming member; rights, obligations, liability.
46. a. An assignee of a limited liability company interest may become a member as provided in an operating agreement and upon:
(1)The approval of all of the members of the limited liability company other than the member assigning his limited liability company interest; or
(2)Compliance with any procedure provided for in the operating agreement.
b.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 an operating agreement and this act. Notwithstanding the foregoing, unless otherwise provided in an operating agreement, an assignee who becomes a member is liable for the obligations of his assignor to make contributions as provided in section 33 of this act, but shall not be liable for the obligations of his assignor under section 37 or 38. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in section 33 of this act, unknown to the assignee at the time he became a member and which could not be ascertained from an operating agreement.
c.Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his liability to a limited liability company under sections 32 through 42 of this act.
d.In addition to subsection a. of this section, an assignee of a limited liability company interest may become a member of a limited liability company unless otherwise provided or expressly precluded by a provision of the operating agreement, upon that assignee's election when:
(1)there are no members of the limited liability company;
(2)that election is made within 90 days after the date on which the limited liability company no longer has at least one member; and
(3)the assignee either first became an assignee when there were no members of the limited liability company remaining in connection with the resignation or other dissociation of the last remaining member of the limited liability company or is an assignee of a member of the limited liability company when that member is the only member of the limited liability company.
If an assignee timely elects to become a member of the limited liability company as provided in this section, the certificate of formation shall remain valid and the limited liability company shall continue to have existence as though it has always had at least one member.
L.1993,c.210,s.46; amended 1998, c.79, s.10.