§ 8852. Transfer of transferable interest.

351 words·~2 min read·/pa/title-15/chapter-88/8852

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

(a)General rule.-- Subject to section 8853(f) (relating to charging order), a transfer, in whole or in part, of a transferable interest:

(1)is permissible;

(2)does not by itself cause the dissociation of the transferor as a member or a dissolution and winding up of the limited liability company's activities and affairs; and

(3)subject to section 8854 (relating to power of personal representative of deceased member), does not entitle the transferee to:

(i)participate in the management or conduct of the company's activities and affairs; or

(ii)except as provided in subsection (c), have access to records or other information concerning the company's activities and affairs.

(b)Right to distributions.-- A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c)Right to account on dissolution.-- In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

(d)Certificate of interest.-- A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in record form and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e)Recognition of transferee's rights.-- A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.

(f)Transfer restrictions.-- A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.

(g)Rights retained by transferor.-- Except as provided in section 8861(5)(ii) (relating to events causing dissociation), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

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Cross References. Section 8852 is referred to in sections 8844, 8853, 8854 of this title.

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