§ 18-2035. Assignee of interest in limited liability company - Membership rights, powers, restrictions and liabilities - Rights and liability of assignor - Admission to membership directly in limited liability company.

A.  An assignee of an interest in a limited liability company may become a member if and to the extent that:

1.  The operating agreement provides; or

2.  The members representing a majority of the capital interests which are not the subject of the assignment consent in writing.

B.  An assignee who becomes a member, to the extent assigned, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this act, Section 2000 et seq. of this title; however, unless otherwise provided in writing in the operating agreement or other written agreement, an assignee who becomes a member also is liable for any obligations of the assignor to make contributions as provided in Section 2024 of this title, but shall not be liable for the obligations of the assignor under Section 2031 of this title; however, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and which could not be ascertained from a written operating agreement.

C.  Regardless of whether an assignee of an interest becomes a member, the assignor is not released from liability to the limited liability company under Sections 2024, 2031, and 2033 of this title.

D.  Except as otherwise provided in writing in the operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.

E.  Subject to subsection F of this section, a person acquiring a limited liability company interest directly from the limited liability company may become a member in a limited liability company upon compliance with the operating agreement or, if the operating agreement does not so provide in writing, upon the written consent of the members.

F.  The effective time of admission of a member to a limited liability company shall be the later of:

1.  The date the limited liability company is formed; or

2.  The time provided in the operating agreement, or if no such time is provided therein, then when the person's admission is reflected in the records of the limited liability company.

Added by Laws 1992, c. 148, § 36, eff. Sept. 1, 1992.  Amended by Laws 1993, c. 366, § 19, eff. Sept. 1, 1993; Laws 1996, c. 226, § 25, eff. July 1, 1996.