275.255 Assignment of interest.
350 words·~2 min read·
/ky/chapter-275/275-255A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Unless otherwise provided in a written operating agreement:
(a)A limited liability company interest shall be assignable in whole or in part;
(b)An assignment shall entitle the assignee to receive, to the extent assigned,
only the distributions to which the assignor would be entitled;
(c)An assignment of a limited liability company interest shall not dissolve the
limited liability company or entitle the assignee to participate in the
management and affairs of the limited liability company or to become or
exercise any rights of a member other than the right to receive distributions
pursuant to subsection (1)(b) of this section;
(d)Until the assignee of a limited liability company interest becomes a member
pursuant to KRS 275.265(1), the assignor shall continue to be a member and
to have the power to exercise any rights of a member, subject to the members'
right to remove the assignor pursuant to KRS 275.280(1)(c)2.;
(e)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; and
(f)The assignor of a limited liability company interest shall not be released from
liability as a member solely as result of the assignment.
(2)A written operating agreement may provide that a member's limited liability
company interest may be evidenced by a certificate of limited liability company
interest issued by the limited liability company and may also provide for the
assignment or transfer of any interest represented by the certificate.
(3)Unless otherwise provided in a written 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 constitute an
assignment and shall not cause the member to cease to be a member or cease to
have the power to exercise any rights or powers of a member.
(4)Limitations upon the assignment or pledge of a membership interest set forth or
adopted in accordance with this section shall be enforced notwithstanding KRS
355.9-406 and 355.9-408.