17-76,112.Assignment of limited liability company
interest.
(a) A limited liability company interest is assignable in
whole or in part except as
provided in an operating agreement. The assignee of a member's limited
liability company interest
shall have no right to participate in the management of the business and
affairs of a limited liability
company except 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) Unless otherwise provided in an operating agreement:
(1) An assignment of a limited liability company interest does not entitle
the assignee to
become or to exercise any rights or powers of a member;
(2) an assignment of a limited liability company interest entitles the
assignee to share in
such profits and losses, to receive such distribution or distributions, and to
receive such allocation
of income, gain, loss, deduction, or credit or similar item to which the
assignor was entitled, to the
extent assigned; and
(3) a member ceases to be a member and to have the power to exercise any
rights or powers
of a member upon assignment of all of the member's limited liability company
interest. Unless
otherwise provided in an operating agreement, the pledge of, or granting of a
security interest, lien
or other encumbrance in or against, any or all of the limited liability company
interest of a member
shall not cause the member to cease to be a member or to have the power to
exercise any rights or
powers of a member.
(c) An operating agreement may provide that a member's interest in a limited
liability
company may be evidenced by a certificate of limited liability company interest
issued by the limited
liability company.
(d) Unless otherwise provided in an operating agreement and except to the
extent assumed
by agreement, until an assignee of a limited liability company interest becomes
a member, the
assignee shall have no liability as a member solely as a result of the
assignment.
(e) Unless otherwise provided in the operating agreement, a limited liability
company may acquire, by purchase, redemption or otherwise, any limited
liability company interest or other
interest of a member or manager in the limited liability company. Unless
otherwise provided in the
operating agreement, any such interest so acquired by the limited liability
company shall be deemed
canceled.
(f) If the assignor of a limited liability company interest is the only
member of the limited
liability company at the time of the assignment, the assignee shall have the
right to participate in the
management of the business and affairs of the limited liability company as a
member.
17-76,112.Assignment of limited liability company
interest.
(a) A limited liability company interest is assignable in
whole or in part except as
provided in an operating agreement. The assignee of a member's limited
liability company interest
shall have no right to participate in the management of the business and
affairs of a limited liability
company except 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) Unless otherwise provided in an operating agreement:
(1) An assignment of a limited liability company interest does not entitle
the assignee to
become or to exercise any rights or powers of a member;
(2) an assignment of a limited liability company interest entitles the
assignee to share in
such profits and losses, to receive such distribution or distributions, and to
receive such allocation
of income, gain, loss, deduction, or credit or similar item to which the
assignor was entitled, to the
extent assigned; and
(3) a member ceases to be a member and to have the power to exercise any
rights or powers
of a member upon assignment of all of the member's limited liability company
interest. Unless
otherwise provided in an operating agreement, the pledge of, or granting of a
security interest, lien
or other encumbrance in or against, any or all of the limited liability company
interest of a member
shall not cause the member to cease to be a member or to have the power to
exercise any rights or
powers of a member.
(c) An operating agreement may provide that a member's interest in a limited
liability
company may be evidenced by a certificate of limited liability company interest
issued by the limited
liability company.
(d) Unless otherwise provided in an operating agreement and except to the
extent assumed
by agreement, until an assignee of a limited liability company interest becomes
a member, the
assignee shall have no liability as a member solely as a result of the
assignment.
(e) Unless otherwise provided in the operating agreement, a limited liability
company may acquire, by purchase, redemption or otherwise, any limited
liability company interest or other
interest of a member or manager in the limited liability company. Unless
otherwise provided in the
operating agreement, any such interest so acquired by the limited liability
company shall be deemed
canceled.
(f) If the assignor of a limited liability company interest is the only
member of the limited
liability company at the time of the assignment, the assignee shall have the
right to participate in the
management of the business and affairs of the limited liability company as a
member.
17-76,112.Assignment of limited liability company
interest.
(a) A limited liability company interest is assignable in
whole or in part except as
provided in an operating agreement. The assignee of a member's limited
liability company interest
shall have no right to participate in the management of the business and
affairs of a limited liability
company except 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) Unless otherwise provided in an operating agreement:
(1) An assignment of a limited liability company interest does not entitle
the assignee to
become or to exercise any rights or powers of a member;
(2) an assignment of a limited liability company interest entitles the
assignee to share in
such profits and losses, to receive such distribution or distributions, and to
receive such allocation
of income, gain, loss, deduction, or credit or similar item to which the
assignor was entitled, to the
extent assigned; and
(3) a member ceases to be a member and to have the power to exercise any
rights or powers
of a member upon assignment of all of the member's limited liability company
interest. Unless
otherwise provided in an operating agreement, the pledge of, or granting of a
security interest, lien
or other encumbrance in or against, any or all of the limited liability company
interest of a member
shall not cause the member to cease to be a member or to have the power to
exercise any rights or
powers of a member.
(c) An operating agreement may provide that a member's interest in a limited
liability
company may be evidenced by a certificate of limited liability company interest
issued by the limited
liability company.
(d) Unless otherwise provided in an operating agreement and except to the
extent assumed
by agreement, until an assignee of a limited liability company interest becomes
a member, the
assignee shall have no liability as a member solely as a result of the
assignment.
(e) Unless otherwise provided in the operating agreement, a limited liability
company may acquire, by purchase, redemption or otherwise, any limited
liability company interest or other
interest of a member or manager in the limited liability company. Unless
otherwise provided in the
operating agreement, any such interest so acquired by the limited liability
company shall be deemed
canceled.
(f) If the assignor of a limited liability company interest is the only
member of the limited
liability company at the time of the assignment, the assignee shall have the
right to participate in the
management of the business and affairs of the limited liability company as a
member.