Advanced Search

§3073. Rights of transferee


Published: 2015

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
Print

The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

005
:
TRANSFEREES AND CREDITORS OF MEMBER








[Section 3073 repealed effective July 1, 2016.]

[Section 3073 repealed effective July 1,

2016.]

§

3073. Rights of transferee

(a) A transferee

of a distributional interest may become a member of a limited liability company

if and to the extent that the transferor gives the transferee the right in accordance

with authority described in the operating agreement or all other members

consent.

(b) A transferee

who has become a member, has the rights and powers, and is subject to the

restrictions and liabilities, of a member under the operating agreement and

this chapter to the extent of the membership interest transferred. A transferee

who becomes a member also is liable for the transferor member's obligations to

make contributions under section 3052 of this title and for obligations under

section 3057 of this title to return unlawful distributions, but the transferee

is not obligated for the transferor member's liabilities unknown to the

transferee at the time the transferee becomes a member and which could not be

ascertained from the articles of organization or the operating agreement made

available to the transferee, and is not personally liable for any obligation of

the limited liability company incurred before the transferee's admission as a

member.

(c) Whether or

not a transferee of a distributional interest becomes a member under subsection

(a) of this section, the transferor is not released from liability to the

limited liability company under the operating agreement or this chapter unless

all other members consent.

(d) A transferee

who does not become a member is not entitled to participate in the management

or conduct of the limited liability company's business, require access to

information concerning the company's transactions, or inspect or copy any of

the company's books and other records.

(e) A transferee

who does not become a member is entitled to:

(1) receive, in

accordance with the transfer, distributions to which the transferor would

otherwise be entitled;

(2) receive,

upon dissolution and winding up of the limited liability company's business:

(A) in

accordance with the transfer, the net amount otherwise distributable to the

transferor; and

(B) a statement

of account only from the date of the latest statement of account agreed to by

all the members;

(3) receive the

transferee's distributional interest of a company having a specified term

purchased as provided under subdivision 3091(a)(2) and section 3092 of this

title; and

(4) seek a

judicial determination that it is equitable to dissolve and wind up the

company's business for the failure to cause the transferee's distributional

interest to be purchased under subdivision 3091(a)(2) and section 3092 of this

title.

(f) A limited

liability company need not give effect to a transfer until it has notice of the

transfer in writing. (Added 1995, No. 179 (Adj. Sess.), § 4.)