2009 Alabama Code
Title 10 — CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS.
Chapter 12 — LIMITED LIABILITY COMPANY ACT.
Section 10-12-33 Right of assignee to become member.
Section 10-12-33Right of assignee to become member.
(a) Except as otherwise provided in the operating agreement:
(1) 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 the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member.
(2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10-12-27, whether or not the assignee becomes a member.
(3) A member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.
(b) 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. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10-12-27. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member.
(Acts 1993, No. 93-724, p. 1425, §33.)Disclaimer: These codes may not be the most recent version. Alabama may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
