Section 41: Membership of assignee
211 words·~1 min read·
/ma/part-i/title-xxii/chapter-156c/41·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Section 41.
(a)An assignee of a limited liability company interest may become a member:
(1)upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or
(2)upon compliance with any procedure provided for in a written operating agreement.
(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 operating agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the operating agreement, an assignee who becomes a member is liable for the obligations of his assignor to make contributions as provided in section twenty-eight, but shall not be liable for the obligations of his assignor under section thirty-five. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in section twenty-eight, unknown to the assignee at the time he became a member and which could not be ascertained from the operating agreement.
(c)Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his liability to a limited liability company under sections thirty-one to thirty-seven, inclusive.