2013 Mississippi Code
Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT
Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS
§ 79-29-703 - Assignment of financial interest in a limited liability company


MS Code § 79-29-703 (2013) What's This?

(1) A financial interest is assignable, in whole or in part. The assignee of a member's financial interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in an operating agreement and upon:

(a) The approval of all of the members of the limited liability company other than the member assigning the financial interest; or

(b) Compliance with any procedure provided for in the operating agreement.

(2) (a) An assignment of a financial interest does not dissolve a limited liability company or entitle the assignee to become or to exercise any rights or powers of a member;

(b) An assignment of a financial interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(c) A member ceases to be a member, ceases to hold a governance interest, and ceases to have the power to exercise any rights or powers of a member upon assignment of all of the member's financial interest. The pledge of, or granting of, a security interest, lien or other encumbrance in or against, any or all of the financial interest of a member 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.

(3) A member's interest in a limited liability company may be evidenced by a certificate issued by the limited liability company. An operating agreement may provide for the assignment or transfer of any interest represented by such a certificate and make other provisions with respect to the certificates. A limited liability company shall not have the power to issue a certificate of an interest in a limited liability company in bearer form.

(4) Except to the extent assumed by written agreement until an assignee of a financial interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.

(5) A limited liability company may acquire, by purchase, redemption or otherwise, any interest in the limited liability company. Any such interest so acquired by the limited liability company shall be deemed canceled.

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