§ 57D-5-04. Certain rights and liabilities of economic interest owners and transferors of ownership interests.

249 words·~1 min read·/nc/chapter-57d/57d-5-04

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

(a)An economic interest owner may become a member only with that person's approval and through any of the following:

(1)As provided in the operating agreement.

(2)By the approval of the members as provided in G.S. 57D-3-03(2).

(3)In the manner permitted under G.S. 57D-6-01(3) if the LLC ceases to have any members.

(b)Except as provided in the following sentence of this subsection, a transferee of an ownership interest or portion thereof who is or becomes a member has to the extent transferred to the transferee

(i)the rights and powers and is subject to the restrictions and liabilities of a member under the operating agreement and this Chapter with respect to the transferred ownership interest and

(ii)is liable for any obligations of the transferor to make contributions under G.S. 57D-4-02 with respect to the transferred ownership interest. A transferee of an ownership interest or portion thereof is not liable for obligations of the transferor under G.S. 57D-4-06 or obligations that are unknown to the transferee at the time the transferee became a member.

(c)Whether or not a transferee of an ownership interest or portion thereof is or becomes a member,

(i)the transferor is not released from liability that the transferor may have under G.S. 57D-4-02, G.S. 57D-4-06, or under the operating agreement and

(ii)the transferee takes the ownership interest subject to those liabilities. (2013-157, s. 2.)