Nature and transfer of member’s interest; rights of transferee; substituted members.
1. The interest of each member of a limited-liability company is personal property. The articles of organization or operating agreement may prohibit or regulate the transfer of a member’s interest. Unless otherwise provided in the articles or operating agreement, a transferee of a member’s interest has no right to participate in the management of the business and affairs of the company or to become a member unless a majority in interest of the other members approve the transfer. If so approved, the transferee becomes a substituted member. The transferee is only entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which his transferor would otherwise be entitled.
2. A substituted member has all the rights and powers and is subject to all the restrictions and liabilities of his transferor, except that the substitution of the transferee does not release the transferor from any liability to the company.
Last modified: February 26, 2006