State Codes and Statutes
Statutes > Connecticut > Title34 > Chap613 > Sec34-172Sec. 34-172. Right of assignee to become a member. (a) Subject to subsections (b) and (c) of section 34-119, an assignee of an interest in a limited liability company may become a member if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the operating agreement, (2) unless otherwise provided in writing in an operating agreement, at least a majority in interest of the members, other than the assignor, consent, or (3) if the limited liability company has only one member, the assignor gives the assignee the right to become a member.
(b) An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and the provisions of sections 34-100 to 34-242, inclusive. An assignee who becomes a member also is liable for any obligations of the assignor to make contributions under section 34-151. 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 any written records of the limited liability company kept pursuant to section 34-144.
(c) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from his liability to the limited liability company under section 34-151, unless otherwise provided in writing in the operating agreement or unless the other members unanimously consent.
(d) Except as otherwise provided in writing in the operating agreement, a member who assigns his entire limited liability company membership interest ceases to be a member or to have the power to exercise any rights of a member when any assignee of his interest becomes a member with respect to the assigned interest.
(P.A. 93-267, S. 38; P.A. 94-217, S. 17, 40; P.A. 96-254, S. 8, 10; P.A. 97-70, S. 6, 11.)
History: P.A. 94-217 amended Subsec. (a)(2) by replacing requirement that "at least a majority in interest of the members consent" with "unless otherwise provided in writing in an operating agreement, at least a majority in interest of the members, other than the assignor, consent", effective October 1, 1994, and applicable to limited liability companies formed on or after October 1, 1993; P.A. 96-254 amended Subsec. (a) to add reference to Sec. 34-119(c), effective July 1, 1996; P.A. 97-70 added Subsec. (a)(3) providing that if the limited liability company has only one member, an assignee may become a member if the assignor gives the assignee the right to become a member, effective May 27, 1997.
