District of Columbia § 29-805.02 Transfer of transferable interest.

District of Columbia Statutes

§ 29-805.02 — Transfer of transferable interest.

District of Columbia § 29-805.02

Title 29Business Organizations. [Enacted title]

Ch. 8Limited Liability Companies.

Subch. VTransferable Interests and Rights of Transferees and Creditors.

This text of District of Columbia § 29-805.02 (Transfer of transferable interest.) is published on Counsel Stack Legal Research, covering District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

D.C. Code § 29-805.02 (2026).

Text

(a)Subject to § 29-805.03(f) , a transfer, in whole or in part, of a transferable interest:

(1)Is permissible;

(2)Shall not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and

(3)Subject to § 29-805.04 , shall not entitle the transferee to:

(A)Participate in the management or conduct of the company’s activities and affairs; or

(B)Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company’s activities and affairs.

(b)A transferee shall have the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c)In a dissolution and winding up of a limited li

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(a) Subject to § 29-805.03(f) , a transfer, in whole or in part, of a transferable interest:

(1) Is permissible;

(2) Shall not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and

(3) Subject to § 29-805.04 , shall not entitle the transferee to:

(A) Participate in the management or conduct of the company’s activities and affairs; or

(B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company’s activities and affairs.

(b) A transferee shall have the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited liability company, a transferee shall be entitled to an account of the company’s transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e) A limited liability company need not give effect to a transferee’s rights under this section until the company has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement shall be ineffective as to a person having notice of the restriction at the time of transfer.

(g) Except as otherwise provided in § 29-806.02(4)(B) , when a member transfers a transferable interest, the transferor shall retain the rights of a member other than the interest in distributions transferred and shall retain all duties and obligations of a member.

(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee shall be liable for the member’s obligations under §§ 29-804.03 and 29-804.06(c) known to the transferee when the transferee becomes a member.