29-731. Admission of members

(Rpld. 9/1/20)

A. At the time the limited liability company is formed, a person becomes a member by either of the following:

1. Being identified as a member in the initial articles of organization.

2. If the members are not identified in the initial articles of organization, being identified as a member in and signing in person or by an attorney-in-fact an operating agreement that exists at the time the initial articles of organization are filed or being identified as a member in a written statement certified, before or after the filing of the initial articles of organization, by each of the managers identified in the initial articles of organization.

B. After a limited liability company's initial articles of organization are filed, a person may be admitted as an additional member as follows:

1. If a person is acquiring an interest in the limited liability company directly from the limited liability company, on the limited liability company's written acknowledgment or acceptance of the person's admission under the applicable provisions of an operating agreement, or if an operating agreement does not so provide, on the consent of all members.

2. If the person is an assignee of all or part of a member's interest in a limited liability company, on the terms provided in an operating agreement or, if an operating agreement does not so provide, on the approval or consent of all members.

3. If the person is an assignee of an interest in the limited liability company of a member who has the power under an operating agreement to grant the assignee the right to become a member, on the exercise of the power in compliance with all conditions limiting the member's exercise of the power.

4. If there are no members and all of the assignees consent in writing to the admission of one or more persons as a member or members, unless otherwise provided in the operating agreement.