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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.)