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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[Section 3073 repealed effective July 1, 2016.]
[Section 3073 repealed effective July 1,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.)