(a)  Unless otherwise provided in the articles of organization or a written operating agreement:

(1)  A membership interest is assignable in whole or in part;

(2)  An assignment of a membership interest does not of itself dissolve a limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become a member or to exercise any rights or powers of a member;

(3)  An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled; and

(4)  A member ceases to be a member and to have the power to exercise any rights or powers of a member on assignment of all of the member’s membership interest.

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Terms Used In Rhode Island General Laws 7-16-35

  • Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited liability company. See Rhode Island General Laws 7-16-2
  • interest: means a member's rights in the limited liability company, collectively, including the member's share of the 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 of the limited liability company. See Rhode Island General Laws 7-16-2
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Member: means a person with an ownership interest in a limited liability company with the rights and obligations specified under this chapter. See Rhode Island General Laws 7-16-2
  • Operating agreement: means any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business. See Rhode Island General Laws 7-16-2

(b)  Unless otherwise provided in the articles of organization or an operating agreement, the pledge of or granting of a security interest, lien or other encumbrance in or against any or all of the membership interest of a member is not deemed an assignment of a membership interest.

(c)  Unless otherwise provided in the articles of organization or an operating agreement and except to the extent provided in a written agreement signed by an assignee, until an assignee of a membership interest becomes a member, the assignee has no liability as a member solely as a result of the assignment.

History of Section.
P.L. 1992, ch. 280, § 1.