Oregon Statutes 63.249 – Assignment of membership interest; effect of assignment
Except as provided in the articles of organization or any operating agreement:
Terms Used In Oregon Statutes 63.249
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Fiduciary: A trustee, executor, or administrator.
- Lien: A claim against real or personal property in satisfaction of a debt.
- Member: means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. See Oregon Statutes 63.001
- Membership interest: means a member's collective rights in a limited liability company, including the member's share of profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets and any right to vote or participate in management. See Oregon Statutes 63.001
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Operating agreement: means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business. See Oregon Statutes 63.001
(1) A membership interest is assignable in whole or in part.
(2) An assignment of a membership interest does not itself dissolve the limited liability company.
(3) Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have the assignor’s right to receive and retain, to the extent assigned, the distributions, as and when made, and allocations of profits and losses to which the assignor would be entitled, but shall not exercise any other rights of a member, including without limitation the right to vote or otherwise participate in the management and affairs of the limited liability company.
(4) Except as otherwise provided in ORS § 63.229 and 63.235, until the assignee of a membership interest becomes a member, the assignee has no liability, duty or obligation as a member solely as a result of the assignment.
(5) The assignor of all or a portion of a membership interest ceases to be a member with respect to the interest assigned, but is not released from liability as a member accruing or arising prior to assignment solely as a result of the assignment, and is not relieved of any fiduciary duties the assignor otherwise may continue to owe the limited liability company or its remaining members.
(6) Any otherwise permissible assignment of a membership interest shall be effective as to and binding on the limited liability company only after reasonable notice of and proof of the assignment have been provided to the managers of the limited liability company.
(7) The pledge of, or granting of a security interest, lien, or other encumbrance in or against all or any portion of the membership interest of a member is not an assignment of the member’s interest. [1993 c.173 § 50; 1997 c.646 § 5]
[1959 c.660 § 5; repealed by 1981 c.68 § 1]