§428-503  Rights of a transferee.  (a) 
A transferee of a distributional interest may become a member of a limited
liability company if and to the extent that the transferor gives the transferee
such a right in accordance with authority described in the operating agreement
or all of the other members consent.



(b)  A transferee who has become a member, to
the extent transferred, has the rights and powers, and is subject to the
restrictions and liabilities, of a member under the operating agreement of a
limited liability company and this chapter.  A transferee who becomes a member
also is liable for the transferor member's obligations to make contributions
under section 428-402 and for obligations under section 428-407 to return
unlawful distributions; provided that the transferee shall not be obligated for
the transferor member's liabilities unknown to the transferee at the time the
transferee becomes a member and shall not be personally liable for any
obligation of the company incurred before the transferee's admission as a
member.



(c)  Regardless of whether a transferee of a
distributional interest becomes a member under subsection (a), the transferor
shall not be released from liability to the limited liability company under the
operating agreement or this chapter.



(d)  A transferee who does not become a member
is not entitled to participate in the management or conduct of the limited
liability company's business, require access to information concerning the
company's transactions, or inspect or copy any of the company's records.



(e)  A transferee who does not become a member
is entitled to:



(1)  Receive, in accordance with the transfer,
distributions to which the transferor would otherwise be entitled;



(2)  Receive, upon dissolution and winding up of the
limited liability company's business:



(A)  In accordance with the transfer, the net
amount otherwise distributable to the transferor; and



(B)  A statement of account only from the date
of the latest statement of account agreed to by all the members; and



(3)  Seek under section 428-801(5), a judicial
determination that it is equitable to dissolve and wind up the company's
business.



(f)  A limited liability company need not give
effect to a transfer until the company has notice of the transfer. [L
1996, c 92, pt of §1; am L 1999, c 164, §5]