17-76,112.   Assignment of limited liability companyinterest.(a) A limited liability company interest is assignable inwhole or in part except asprovided in an operating agreement. The assignee of a member's limitedliability company interestshall have no right to participate in the management of the business andaffairs of a limited liabilitycompany except as provided in an operating agreement and upon:

      (1)   The approval of all of the members of the limited liability company otherthan the member assigning the member's limited liability companyinterest; or

      (2)   compliance with any procedure provided for in the operating agreement.

      (b)   Unless otherwise provided in an operating agreement:

      (1)   An assignment of a limited liability company interest does not entitlethe assignee tobecome or to exercise any rights or powers of a member;

      (2)   an assignment of a limited liability company interest entitles theassignee to share insuch profits and losses, to receive such distribution or distributions, and toreceive such allocationof income, gain, loss, deduction, or credit or similar item to which theassignor was entitled, to theextent assigned; and

      (3)   a member ceases to be a member and to have the power to exercise anyrights or powersof a member upon assignment of all of the member's limited liability companyinterest. Unlessotherwise provided in an operating agreement, the pledge of, or granting of asecurity interest, lienor other encumbrance in or against, any or all of the limited liability companyinterest of a membershall not cause the member to cease to be a member or to have the power toexercise any rights orpowers of a member.

      (c)   An operating agreement may provide that a member's interest in a limitedliabilitycompany may be evidenced by a certificate of limited liability company interestissued by the limitedliability company.

      (d)   Unless otherwise provided in an operating agreement and except to theextent assumedby agreement, until an assignee of a limited liability company interest becomesa member, theassignee shall have no liability as a member solely as a result of theassignment.

      (e)   Unless otherwise provided in the operating agreement, a limited liabilitycompany may acquire, by purchase, redemption or otherwise, any limitedliability company interest or otherinterest of a member or manager in the limited liability company. Unlessotherwise provided in theoperating agreement, any such interest so acquired by the limited liabilitycompany shall be deemedcanceled.

      (f)   If the assignor of a limited liability company interest is the onlymember of the limitedliability company at the time of the assignment, the assignee shall have theright to participate in themanagement of the business and affairs of the limited liability company as amember.

      History:   L. 1999, ch. 119, § 51; Jan. 1, 2000.