2010 North Carolina Code
Chapter 57C North Carolina Limited Liability Company Act.
Article 5 - Assignment of Membership Interests; Withdrawal.
57C-5-04. Right of assignee to become a member.

57C‑5‑04. Right of assignee to become a member.

(a) An assignee of (or other person having only the rights of an assignee under G.S. 57C‑5‑02 with respect to) an interest in a limited liability company may become a member only with that person's consent and:

(1) By meeting the requirements provided in the articles of organization or operating agreement;

(2) By the unanimous consent of the members, if the articles of organization or operating agreement do not provide otherwise; or

(3) In the manner permitted under G.S. 57C‑6‑01(4), if the limited liability company ceases to have any members.

The consent of a member may be evidenced as provided in the articles of organization or operating agreement. If the articles of organization or operating agreement do not provide otherwise, then consent is to be evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of members.

(b) An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreements, and this Chapter. Notwithstanding the preceding sentence, unless otherwise provided in a written operating agreement, an assignee who becomes a member is liable for any obligations of his assignor to make contributions under G.S. 57C‑4‑02 (liability for contribution) but shall not be liable for obligations of his assignor under G.S. 57C‑4‑07 (liability upon wrongful distribution). However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a member and which could not be ascertained from the articles of organization or a written operating agreement.

(c) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from liability that the assignor may have under G.S. 57C‑4‑02 or G.S. 57C‑4‑07. (1993, c. 354, s. 1; 2009‑247, s. 4.)