2005 Idaho Code - 53-636 — ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-636.  ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST. (1) Unless
otherwise provided in writing in an operating agreement:
    (a)  A limited liability company interest is assignable in whole or in
    part;
    (b)  An assignment entitles the assignee to receive, to the extent
    assigned, only the distributions to which the assignor would be entitled;
    (c)  An assignment of a limited liability company 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;
    (d)  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 subsection (1)(c)(ii) of section 53-641, Idaho
    Code;
    (e)  Until an assignee of a limited liability company interest becomes a
    member, the assignee has no liability as a member solely as a result of
    the assignment; and
    (f)  The assignor of a limited liability company interest is not released
    from his liability as a member solely as a result of the assignment.
    (2)  An operating agreement may provide that a member's limited liability
company interest may be evidenced by a certificate of limited liability
company interest issued by the limited liability company and may also provide
for the assignment or transfer of any interest represented by the certificate.
    (3)  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 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.