Rights of Assignee to Become Member

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Limited Liability Companies
  5. Limited Liability Company Interests; Admission of Members
  6. Rights of Assignee to Become Member

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Except as otherwise provided in the articles of organization or a written operating agreement:

  1. An assignee of a limited liability company interest may become a member only if the other members unanimously consent;
  2. An assignee who has become 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;
  3. An assignee who becomes a member is liable for the obligations to make contributions that are enforceable against his or her assignor under Code Section 14-11-402, but he or she is not liable for:
    1. The obligations of his or her assignor under Code Section 14-11-408; or
    2. Other obligations of his or her assignor (including obligations to make contributions) of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the articles of organization or a written operating agreement; and
  4. Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under Code Section 14-11-402 or Code Section 14-11-408.

(Code 1981, §14-11-503, enacted by Ga. L. 1993, p. 123, § 1.)

RESEARCH REFERENCES

ALR.

- Construction and application of limited liability company acts - issues relating to formation of limited liability company and addition or disassociation of members thereto, 43 A.L.R.6th 611.


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