450.4501 Members; admission; liability for acts, debts, or obligations.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Sec. 501.

(1)A person may be admitted as a member of a limited liability company in connection with the formation of the limited liability company in any of the following ways:

(a)If an operating agreement includes requirements for admission, by complying with those requirements.

(b)If an operating agreement does not include requirements for admission, if either of the following are met:

(i)The person signs the initial operating agreement.

(ii)The person's status as a member is reflected in the records, tax filings, or other written statements of the limited liability company.

(c)In any manner established in a written agreement of the members.

(2)A person may be admitted as a member of a limited liability company after the formation of the limited liability company in any of the following ways:

(a)If the person is acquiring a membership interest directly from the limited liability company, by complying with the provisions of an operating agreement prescribing the requirements for admission or, in the absence of provisions prescribing the requirements for admission in an operating agreement, upon the unanimous vote of the members entitled to vote.

(b)If the person is an assignee of a membership interest, as provided in section 506.

(c)If the person is becoming a member of a surviving limited liability company as the result of a merger or conversion approved under this act, as provided in the plan of merger or plan of conversion.

(3)A limited liability company may admit a person as a member that does not make a contribution or incur an obligation to make a contribution to the limited liability company.

(4)Unless otherwise provided by law or in an operating agreement, a person that is a member or manager, or both, of a limited liability company is not liable for the acts, debts, or obligations of the limited liability company.

History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52 , Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686 , Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290 , Imd. Eff. Dec. 16, 2010