§ 14-11-503 - Rights of assignee to become member - Georgia Statutes

State Codes and Statutes

Statutes > Georgia > Title-14 > Chapter-11 > Article-5 > 14-11-503

O.C.G.A. 14-11-503 (2010)
14-11-503. Rights of assignee to become member

Except as otherwise provided in the articles of organization or a written operating agreement:

(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;

(2) An assignee who has become 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 this chapter;

(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:

(A) The obligations of his or her assignor under Code Section 14-11-408; or

(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.

State Codes and Statutes

Statutes > Georgia > Title-14 > Chapter-11 > Article-5 > 14-11-503

O.C.G.A. 14-11-503 (2010)
14-11-503. Rights of assignee to become member

Except as otherwise provided in the articles of organization or a written operating agreement:

(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;

(2) An assignee who has become 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 this chapter;

(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:

(A) The obligations of his or her assignor under Code Section 14-11-408; or

(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.

State Codes and Statutes

Back To Homepage

State Codes and Statutes

Statutes > Georgia > Title-14 > Chapter-11 > Article-5 > 14-11-503

O.C.G.A. 14-11-503 (2010)
14-11-503. Rights of assignee to become member

Except as otherwise provided in the articles of organization or a written operating agreement:

(1) An assignee of a limited liability company interest may become a member only if the other members unanimously consent;

(2) An assignee who has become 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 this chapter;

(3) An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:

(A) The obligations of his or her assignor under Code Section 14-11-408; or

(B) Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and

(4) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.