§ 7-16-35 - Assignment of membership interest.
SECTION 7-16-35
§ 7-16-35 Assignment of membershipinterest. – (a) Unless otherwise provided in the articles of organization or a writtenoperating agreement:
(1) A membership interest is assignable in whole or in part;
(2) An assignment of a membership interest does not of itselfdissolve a limited liability company or entitle the assignee to participate inthe management and affairs of the limited liability company or to become amember or to exercise any rights or powers of a member;
(3) An assignment entitles the assignee to receive, to theextent assigned, only the distributions to which the assignor would beentitled; and
(4) A member ceases to be a member and to have the power toexercise any rights or powers of a member on assignment of all of the member'smembership interest.
(b) Unless otherwise provided in the articles of organizationor an operating agreement, the pledge of or granting of a security interest,lien or other encumbrance in or against any or all of the membership interestof a member is not deemed an assignment of a membership interest.
(c) Unless otherwise provided in the articles of organizationor an operating agreement and except to the extent provided in a writtenagreement signed by an assignee, until an assignee of a membership interestbecomes a member, the assignee has no liability as a member solely as a resultof the assignment.