17-76,114. Right of assignee to become member.
17-76,114
17-76,114. Right of assignee to become
member.
(a) An assignee of a limited liability company interest may
become a member as
provided in an operating agreement and upon:
(1) The approval of all of the members of the limited liability company other
than the
member assigning the member's limited liability company interest; or
(2) compliance with any procedure provided for in the operating agreement.
(b) 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
an operating agreement and this act. Notwithstanding the foregoing, unless
otherwise provided in an operating agreement,
an assignee who becomes a member is liable for the obligations of the
assignee's assignor to make
contributions as provided in
K.S.A. 17-76,100, and amendments
thereto, but shall not
be liable for the
obligations of the assignee's assignor under any other provision of this act.
However, the assignee
is not obligated for liabilities, including the obligations of the
assignee's assignor to make
contributions as provided in
K.S.A. 17-76,100, and amendments
thereto, unknown to the
assignee at the
time the assignee became a member and which could not be ascertained
from an operating
agreement.
(c) Whether or not an assignee of a limited liability company interest
becomes a member,
the assignor is not released from the assignor's liability to a limited
liability company under any other
provision of this act.
History: L. 1999, ch. 119, § 53; Jan. 1, 2000.