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This entry was published on 2014-09-22
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SECTION 604
Rights of assignee to become a member
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 6
§ 604. Rights of assignee to become a member. (a) Except as provided
in the operating agreement, an assignee of a membership interest may not
become a member without the vote or written consent of at least a
majority in interest of the members, other than the member who assigned
or proposes to assign such membership interest.

(b) An assignee who has become a member has, to the extent assigned,
the rights, powers, preferences and limitations and is subject to the
restrictions and liabilities, of a member under the articles of
organization, the operating agreement and this chapter. Notwithstanding
the foregoing, unless otherwise provided in the operating agreement, an
assignee who becomes a member is liable for the obligations of his or
her assignor to make contributions as provided in section five hundred
two of this chapter, but shall not be liable for the obligations of his
or her assignor under sections six hundred six and five hundred eight of
this chapter. However, the assignee is not obligated for (i)
liabilities, including the obligations of his or her assignor to make
contributions as provided in section five hundred two of this chapter,
unknown to the assignee at the time he or she becomes a member and that
could not be ascertained from the operating agreement or (ii) any
accrued liabilities of the assignor at the time of assignment unless the
assignee specifically assumes such liabilities.