Docstoc

Assignment Of Membership

Document Sample
Assignment Of Membership Powered By Docstoc
					                                         Article 5.
                    Assignment of Membership Interests; Withdrawal.
§ 57C-5-01. Nature of membership interest.
   A membership interest is personal property. A member has no interest in specific
limited liability company property. (1993, c. 354, s. 1.)

§ 57C-5-02. Assignment of membership interest.
    Except as provided in the articles of organization or a written operating agreement, a
membership interest is assignable in whole or in part. An assignment of a membership
interest does not dissolve the limited liability company or entitle the assignee to become
or exercise any rights of a member. An assignment entitles the assignee to receive, to the
extent assigned, only the distributions and allocations to which the assignor would be
entitled but for the assignment. Except as provided in the articles of organization or a
written operating agreement, a member ceases to be a member upon assignment of all of
his membership interest. Except as provided in the articles of organization or a written
operating agreement, the pledge of, or granting of a security interest, lien, or other
encumbrance in or against, all or any part of the membership interest of a member shall
not cause the member to cease to be a member or the secured party to have the power to
exercise any rights or powers of a member. (1993, c. 354, s. 1.)

§ 57C-5-03. Rights of judgment creditor.
    On application to a court of competent jurisdiction by any judgment creditor of a
member, the court may charge the membership interest of the member with payment of
the unsatisfied amount of the judgment with interest. To the extent so charged, the
judgment creditor has only the rights of an assignee of the membership interest. This
Chapter does not deprive any member of the benefit of any exemption laws applicable to
his membership interest. (1993, c. 354, s. 1.)

§ 57C-5-04. Right of assignee to become a member.
   (a)    An assignee of an interest in a limited liability company may become a
member only with the assignee's consent and, except as otherwise provided in the articles
of organization or operating agreement, only if the other members unanimously agree.
The consent of a member may be evidenced in any manner specified in the operating
agreement, but in the absence of such specification, consent shall be evidenced by a
written instrument, dated and signed by the member, or evidenced by a vote taken at a
meeting of members.
   (b)    An assignee who becomes a member has, to the extent assigned, the rights and
powers, and is subject to the restrictions and liabilities, of a member under the articles of
organization, any operating agreements, and this Chapter. Notwithstanding the preceding
sentence, unless otherwise provided in a written operating agreement, an assignee who
becomes a member is liable for any obligations of his assignor to make contributions
under G.S. 57C-4-02 (liability for contribution) but shall not be liable for obligations of


NC General Statutes - Chapter 57C Article 5                                                1
his assignor under G.S. 57C-4-07 (liability upon wrongful distribution). However, the
assignee is not obligated for liabilities unknown to the assignee at the time the assignee
became a member and which could not be ascertained from the articles of organization or
a written operating agreement.
    (c)    Whether or not an assignee of a membership interest becomes a member, the
assignor is not released from his liability to the limited liability company under G.S.
57C-4-02 (liability for contribution) and G.S. 57C-4-07 (liability upon wrongful
distribution). (1993, c. 354, s. 1.)

§ 57C-5-05. Powers of legal representative of a deceased, incompetent, or dissolved
            member.
    Unless otherwise provided in the articles of organization or a written operating
agreement, if a member who is an individual dies or a court of competent jurisdiction
adjudges the member to be incompetent to manage his person or his property, the
member's executor, administrator, guardian, conservator, or other legal representative
may exercise all of the member's rights for the purpose of settling his estate or
administering his property, including any power the member had under the articles of
organization or a written operating agreement to give an assignee the right to become a
member. If a member is a corporation, trust, or other entity and is dissolved or
terminated, the powers of that member may be exercised by its legal representative or
successor for the purpose of liquidating, winding up, and making final distributions of the
entity's assets to its owners, beneficiaries, or creditors. (1993, c. 354, s. 1.)

§ 57C-5-06. Voluntary withdrawal of member.
    A member may withdraw only at the time or upon the happening of the events
specified in the articles of organization or a written operating agreement. (1993, c. 354, s.
1; 1999-189, s. 4.5; 2000-140, s. 101(t).)

§ 57C-5-07. Distribution upon withdrawal.
    Except as provided in and to the extent provided under this Chapter, upon withdrawal,
any withdrawing member is entitled to receive any distribution to which he is otherwise
entitled under the articles of organization or a written operating agreement, or, if not
otherwise provided in the articles of organization or a written operating agreement, upon
a reasonable time after withdrawal, the fair value of the member's interest in the limited
liability company as of the date of withdrawal based upon the member's right to share in
distributions from the limited liability company. (1995, c. 351, s. 10; 1999-189, s. 4.6;
2000-140, s. 101(t).)




NC General Statutes - Chapter 57C Article 5                                                2

				
DOCUMENT INFO
Shared By:
Categories:
Stats:
views:101
posted:7/25/2009
language:English
pages:2