275.265 Assignee of an interest as a member of the company.

346 words·~2 min read·/ky/chapter-275/275-265

A 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, an assignee of a

limited liability company interest shall become a member only if a majority-in-

interest of the members consent. The consent of a member may be evidenced in any

manner specified in writing in an operating agreement, but in the absence of

specification, consent shall be evidenced by one

(1)or more written instruments,

dated and signed by the requisite members. Except as otherwise provided in a

written operating agreement, the assignor of a limited liability company interest

shall not participate in the vote, approval, or consent of the admission of the

assignee as a member.

(2)An assignee who becomes a member shall have, to the extent assigned, the rights

and powers and shall be subject to the restrictions and liabilities of a member under

the articles of organization, any written operating agreement, and this chapter. An

assignee who becomes a member also shall be liable for any obligations of his or

her assignor to make contributions under KRS 275.200. However, the assignee shall

not be obligated for liabilities of which the assignee had no knowledge at the time

he or she became a member and which could not be ascertained from the articles of

organization or any written operating agreement.

(3)Unless otherwise provided in a written operating agreement, the assignor shall not

be released from his or her liability to the limited liability company under KRS

275.200, whether or not an assignee of a limited liability company interest becomes

a member.

(4)Unless otherwise provided in a written operating agreement, a member who assigns

his or her entire limited liability company interest shall cease to be a member or to

have the power to exercise any rights of the member when the assignee becomes a

member with respect to the entire assigned interest.

(5)Unless otherwise set forth in the operating agreement, a successor in interest to a

member who is disassociated from the limited liability company shall have the

rights and obligations of an assignee with respect to the member's interest.