2011 Vermont Code
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3073 Rights of transferee

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TITLE 11

Corporations, Partnerships and Associations

CHAPTER 21. LIMITED LIABILITY COMPANIES

Subchapter V. Transferees and Creditors of Member

§ 3073. Rights of transferee

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.

(b) A transferee who has become a member, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter to the extent of the membership interest transferred. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 3052 of this title and for obligations under section 3057 of this title to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member and which could not be ascertained from the articles of organization or the operating agreement made available to the transferee, and is not personally liable for any obligation of the limited liability company incurred before the transferee's admission as a member.

(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor is not released from liability to the limited liability company under the operating agreement or this chapter unless all other members consent.

(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's books and other records.

(e) A transferee who does not become a member is entitled to:

(1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) receive, upon dissolution and winding up of the limited liability company's business:

(A) in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(B) a statement of account only from the date of the latest statement of account agreed to by all the members;

(3) receive the transferee's distributional interest of a company having a specified term purchased as provided under subdivision 3091(a)(2) and section 3092 of this title; and

(4) seek a judicial determination that it is equitable to dissolve and wind up the company's business for the failure to cause the transferee's distributional interest to be purchased under subdivision 3091(a)(2) and section 3092 of this title.

(f) A limited liability company need not give effect to a transfer until it has notice of the transfer in writing. (Added 1995, No. 179 (Adj. Sess.), { 4.)