2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 29 - WYOMING LIMITED LIABILITY COMPANY ACT
ARTICLE 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES
SECTION 17-29-502 - Transfer of transferable interest.
17-29-502. Transfer of transferable interest.
(a) A transfer, in whole or in part, of a transferable interest:
(i) Is permissible;
(ii) Except as otherwise provided in this chapter, does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and
(iii) Subject to W.S. 17-29-504, does not entitle the transferee to:
(A) Participate in the management or conduct of the company's activities; or
(B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company's activities.
(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.
(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(g) Except as otherwise provided in W.S. 17-29-602(a)(iv)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.
(h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under W.S. 17-29-403 and 17-29-406(c) known to the transferee when the transferee becomes a member.