Section 10-12-33

Right of assignee to become member.

(a) Except as otherwise provided in the operating agreement:

(1) An assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member.

(2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10-12-27, whether or not the assignee becomes a member.

(3) A member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.

(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10-12-27. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member.

(Acts 1993, No. 93-724, p. 1425, §33.)