48-2c-1104 - Right of assignee to become member.
48-2c-1104. Right of assignee to become member.
(1) Except as otherwise provided in the articles of organization or operating agreement,an assignee of an interest in a company may become a member only upon the consent of allmembers and upon signing the operating agreement or other writing by which the assignee agreesto be bound by the operating agreement.
(2) An assignee who has become a member has, with respect to the interest assigned, therights and powers, and is subject to the restrictions and liabilities, of a member under the articlesof organization, the operating agreement, and this chapter.
(3) An assignee who becomes a member is liable for any obligations of his assignor tomake contributions and to return distributions as provided in this chapter. However, an assigneewho becomes a member is not obligated for liabilities of the assignor unknown to the assignee atthe time the assignee became a member but has constructive notice of any obligations described inthe articles of organization or operating agreement of the company.
Enacted by Chapter 260, 2001 General Session