2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-170 - Assignment of membership interest.

(a) Except as provided in writing in an operating agreement and subject to the provisions of subsections (b) and (c) of section 34-119: (1) A limited liability company membership interest is assignable in whole or in part; (2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled; (3) an assignment of a limited liability company membership interest does not dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member; (4) until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member and to have the power to exercise any rights of a member, subject to the members’ right to remove the assignor pursuant to subparagraph (B) of subdivision (3) of subsection (a) of section 34-180; (5) until an assignee of a limited liability company membership interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and (6) the assignor of a limited liability company membership interest is not released from liability as a member solely as a result of the assignment.

(b) An operating agreement may provide that a member’s limited liability company interest may be evidenced by a certificate of membership interest issued by the limited liability company and may also provide for the assignment or transfer of any membership interest represented by such a certificate and make other provisions with respect to such certificates.

(c) Unless otherwise provided in an operating agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company membership interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.

(P.A. 93-267, S. 36; P.A. 96-254, S. 7, 10.)

History: P.A. 96-254 amended Subsec. (a) to add reference to Sec. 34-119(c), effective July 1, 1996.