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275.265 Assignee of an interest as a member of the company.
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Unless otherwise provided in a written operating agreement, an assignee of a
limited liability company interest shall become a member only if a
majority-in-interest of the members consent. The consent of a member may be
evidenced in any manner specified in writing in an operating agreement, but in
the absence of specification, consent shall be evidenced by one (1) or more
written instruments, dated and signed by the requisite members. Except as
otherwise provided in a written operating agreement, the assignor of a limited
liability company interest shall not participate in the vote, approval, or consent
of the admission of the assignee as a member.
An assignee who becomes a member shall have, to the extent assigned, the
rights and powers and shall be subject to the restrictions and liabilities of a
member under the articles of organization, any written operating agreement,
and this chapter. An assignee who becomes a member also shall be liable for
any obligations of his or her assignor to make contributions under KRS
275.200. However, the assignee shall not be obligated for liabilities 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 any written
operating agreement.
Unless otherwise provided in a written operating agreement, the assignor shall
not be released from his or her liability to the limited liability company under
KRS 275.200, whether or not an assignee of a limited liability company interest
becomes a member.
Unless otherwise provided in a written operating agreement, a member who
assigns his or her entire limited liability company interest shall cease to be a
member or to have the power to exercise any rights of the member when the
assignee becomes a member with respect to the entire assigned interest.
Unless otherwise set forth in the operating agreement, a successor in interest
to a member who is disassociated from the limited liability company shall have
the rights and obligations of an assignee with respect to the member's interest.
Effective:July 15, 2010
History: Amended 2010 Ky. Acts ch. 133, sec. 36, effective July 15, 2010. -Amended 1998 Ky. Acts ch. 341, sec. 36, effective July 15, 1998. -- Created
1994 Ky. Acts ch. 389, sec. 53, effective July 15, 1994.
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