17-76,114

Chapter 17.--CORPORATIONS
Article 76.--LIMITED LIABILITY COMPANIES

      17-76,114.   Right of assignee to becomemember.(a) An assignee of a limited liability company interest maybecome a member asprovided in an operating agreement and upon:

      (1)   The approval of all of the members of the limited liability company otherthan themember 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, therights andpowers, and is subject to the restrictions and liabilities, of a member underan operating agreement and this act. Notwithstanding the foregoing, unlessotherwise provided in an operating agreement,an assignee who becomes a member is liable for the obligations of theassignee's assignor to makecontributions as provided inK.S.A. 17-76,100, and amendmentsthereto, but shall notbe liable for theobligations of the assignee's assignor under any other provision of this act.However, the assigneeis not obligated for liabilities, including the obligations of theassignee's assignor to makecontributions as provided inK.S.A. 17-76,100, and amendmentsthereto, unknown to theassignee at thetime the assignee became a member and which could not be ascertainedfrom an operatingagreement.

      (c)   Whether or not an assignee of a limited liability company interestbecomes a member,the assignor is not released from the assignor's liability to a limitedliability company under any otherprovision of this act.

      History:   L. 1999, ch. 119, § 53; Jan. 1, 2000.