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
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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).)
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