29-732. Interest in limited liability company;
transferability of interest; rights of assignees
A. An interest in a limited liability company is personal property and, except as
provided in an operating agreement or article 11 of this chapter, may be assigned in
whole or in part. The assignment of an interest in a limited liability company does not
dissolve the limited liability company or entitle the assignee to participate in the
management of the business and affairs of the limited liability company or to become or
to exercise the rights of a member, unless the assignee is admitted as a member as
provided in section 29-731. An assignee that has not become a member is only entitled to
receive, to the extent assigned, the share of distributions, including distributions
representing the return of contributions, and the allocation of profits and losses, to
which the assignor would otherwise be entitled with respect to the assigned interest.
B. An assignee who has become a member has the rights and powers to the extent
assigned and is subject to the restrictions and liabilities of a member under the
articles of organization, an operating agreement and this chapter. An assignee who
becomes a member is also liable for any obligations of his assignor to make capital
contributions.
C. Unless otherwise provided in an operating agreement, a member who has assigned
all or part of his interest in a limited liability company is not released from his
liability to the limited liability company under this chapter without the written consent
of all members whether or not the assignee becomes a member. A member who has assigned
all of his interest in a limited liability company remains a member until the admission
of the assignee as a member unless otherwise provided in an operating agreement.
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