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

(b)  A transferee who has become a member, tothe extent transferred, has the rights and powers, and is subject to therestrictions and liabilities, of a member under the operating agreement of alimited liability company and this chapter.  A transferee who becomes a memberalso is liable for the transferor member's obligations to make contributionsunder section 428-402 and for obligations under section 428-407 to returnunlawful distributions; provided that the transferee shall not be obligated forthe transferor member's liabilities unknown to the transferee at the time thetransferee becomes a member and shall not be personally liable for anyobligation of the company incurred before the transferee's admission as amember.

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

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

(e)  A transferee who does not become a memberis 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 thelimited liability company's business:

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

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

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

(f)  A limited liability company need not giveeffect to a transfer until the company has notice of the transfer. [L1996, c 92, pt of §1; am L 1999, c 164, §5]