29-732. Interest in limited liability company; transferability of interest; rights of assignees

(Rpld. 9/1/20)

A. An interest in a limited liability company is personal property and, except as provided in an operating agreement or article 11 of this chapter, may be assigned in whole or in part. The assignment of an interest in a limited liability company does not dissolve the limited liability company or entitle the assignee to participate in the management of the business and affairs of the limited liability company or to become or to exercise the rights of a member, unless the assignee is admitted as a member as provided in section 29-731. An assignee that has not become a member is only entitled to receive, to the extent assigned, the share of distributions, including distributions representing the return of contributions, and the allocation of profits and losses, to which the assignor would otherwise be entitled with respect to the assigned interest.

B. An assignee who has become a member has the rights and powers to the extent assigned and is subject to the restrictions and liabilities of a member under the articles of organization, an operating agreement and this chapter. An assignee who becomes a member is also liable for any obligations of his assignor to make capital contributions.

C. Unless otherwise provided in an operating agreement, a member who has assigned all or part of his interest in a limited liability company is not released from his liability to the limited liability company under this chapter without the written consent of all members whether or not the assignee becomes a member. A member who has assigned all of his interest in a limited liability company remains a member until the admission of the assignee as a member unless otherwise provided in an operating agreement.