35-8-706. Right of assignee to become member. (1) Except as otherwise provided in the articles of organization or a written operating agreement, an assignee of an interest in a limited liability company may become a member only if the other members unanimously consent.
     (2) An assignee who becomes a member has, to the extent assigned, the rights and powers of and is subject to the restrictions and liabilities of a member under the articles of organization, an operating agreement, and this chapter. An assignee who becomes a member is liable for obligations of the assignor to make contributions and to return distributions under 35-8-502; however, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from the articles of organization or a written operating agreement.
     (3) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from liability to the limited liability company under 35-8-502.
     (4) Except as otherwise provided in writing in the articles of organization or the operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member and to have the power to exercise any rights of a member when the assignee becomes a member with respect to the assigned interest.

     History: En. Sec. 43, Ch. 120, L. 1993.