State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-141

21-141. Transfer of transferable interest.(ULLCA 502) (a) A transfer,in whole or in part, of a transferable interest:(1) is permissible;(2) does not by itselfcause a member's dissociation or a dissolution and winding up of the limitedliability company's activities; and(3) subject to section 21-143, does not entitle thetransferee to:(A)participate in the management or conduct of the company's activities; or(B) except as otherwiseprovided in subsection (c) of this section, have access to records or otherinformation concerning the company's activities.(b) A transferee has the right toreceive, in accordance with the transfer, distributions to which the transferorwould otherwise be entitled.(c) In a dissolution and winding up of a limited liabilitycompany, a transferee is entitled to an account of the company's transactionsonly from the date of dissolution.(d) A transferable interest may be evidenced by acertificate of the interest issued by the limited liability company in a record,and, subject to this section, the interest represented by the certificatemay be transferred by a transfer of the certificate.(e) A limited liability companyneed not give effect to a transferee's rights under this section until thecompany has notice of the transfer.(f) A transfer of a transferable interest in violationof a restriction on transfer contained in the operating agreement is ineffectiveas to a person having notice of the restriction at the time of transfer.(g) Except as otherwiseprovided in subdivision (4)(B) of section 21-145, when a member transfersa transferable interest, the transferor retains the rights of a member otherthan the interest in distributions transferred and retains all duties andobligations of a member.(h)When a member transfers a transferable interest to a person that becomes amember with respect to the transferred interest, the transferee is liablefor the member's obligations under section 21-132 and subsection (c) of section 21-135 known to the transferee when the transferee becomes a member. SourceLaws 2010, LB888, § 41.Operative Date: January 1, 2011