Rhode Island General Laws 7-16-36. Right of assignee to become a member
(a) Except as otherwise provided in 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. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of specification, consent is evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained with the records of the limited liability company.
Terms Used In Rhode Island General Laws 7-16-36
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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) An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter.
(c) An assignee who becomes a member is liable for any obligations of the assignor to make contributions and to return distributions under this chapter.
(d) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company under § 7-16-25 and § 7-16-32.
History of Section.
P.L. 1992, ch. 280, § 1.