§4073. Rights of transferee

Link to law: http://legislature.vermont.gov/statutes/section/11/025/04073
Published: 2015

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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

025

:
LIMITED LIABILITY COMPANIES






Subchapter

005
:
TRANSFEREES AND CREDITORS OF MEMBER










 

§

4073. 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 all other members consent.

(b)(1) 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.

(2) A transferee

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

make contributions under section 4053 of this title and for obligations under

section 4057 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 retains all duties and obligations of a

member and is not released from liability to the limited liability company and

the other members 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 or affairs, require

access to information concerning the company's transactions, or inspect or copy

any of the company's books and other records, except that 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.

(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.

(f) A limited

liability company need not give effect to a transfer or a transferee's rights

under this section until it has notice of the transfer. (Added 2015, No. 17, §

2.)
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