(a)Unless otherwise provided in a written
operating agreement, a limited liability company existing under this
article on or before June 30, 1999, is governed by this section.
(b)Except as otherwise provided in a written operating agreement,
if a limited liability company has at least two (2) members, an assignee
of an interest may become a member only if the other members
unanimously consent. If a limited liability company has only one (1)
member, an assignee of the entire interest may become a member:
(1)under the terms of an agreement between the assignor and the
assignee; or
(2)except as otherwise provided in a written operating agreement
by a specific reference to this subsection or as otherwise provided
in an agreement between the assignor and the assignee,
automatically upon the
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(a) Unless otherwise provided in a written
operating agreement, a limited liability company existing under this
article on or before June 30, 1999, is governed by this section.
(b) Except as otherwise provided in a written operating agreement,
if a limited liability company has at least two (2) members, an assignee
of an interest may become a member only if the other members
unanimously consent. If a limited liability company has only one (1)
member, an assignee of the entire interest may become a member:
(1) under the terms of an agreement between the assignor and the
assignee; or
(2) except as otherwise provided in a written operating agreement
by a specific reference to this subsection or as otherwise provided
in an agreement between the assignor and the assignee,
automatically upon the voluntary assignment by the sole member
of all the member's interest to a single assignee that the member
consented to at the time of the assignment and that was not
affected by foreclosure or other similar legal process.
The consent of a member may be evidenced in any manner specified
in writing in an operating agreement, but in the absence of a
specification, consent must be evidenced by a written instrument, dated
and signed by the member.
(c) If:
(1) a limited liability company has one (1) member;
(2) the member of the limited liability company dies;
(3) the deceased member's interest in the limited liability
company is not registered in beneficiary form under IC 32-17-14;
and
(4) the limited liability company does not have a written operating
agreement that controls or specifies the transfer or other
disposition of the deceased member's interest;
the deceased member's interest passes as described in subsection (d).
(d) This subsection applies to the transfer of a deceased member's
interest under the circumstances described in subsection (c). Unless
otherwise provided in a written operating agreement or a valid
disclaimer under IC 32-17.5, the deceased member's interest in a
limited liability company passes automatically upon death to:
(1) a legatee identified in the deceased member's will admitted to
probate under IC 29-1-7; or
(2) the deceased member's heirs under IC 29-1-2-1 if the deceased
member died intestate.
A transfer of an interest under this subsection is subject to IC 29-1-7-23
and does not affect the enforceability of a timely filed claim by a
creditor against the estate of the deceased member. A legatee or an heir
is automatically admitted as a member of the limited liability company
under this subsection.
(e) If a personal representative is appointed under IC 29-1-10 for the
estate of a deceased member described in subsection (c), the personal
representative possesses and may exercise all rights and powers of the
deceased member's interest before the interest of the deceased member
is distributed to the deceased member's legatees or heirs under this
section.
(f) An assignee who becomes a member:
(1) 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 agreement, and this article;
and
(2) is liable for any obligations of the member's assignor for
unpaid contributions under IC 23-18-5-1 or for any wrongful
distributions under IC 23-18-5-7.
However, the assignee is not obligated for liabilities of which the
assignee had no knowledge at the time the assignee became a member
and that could not be ascertained from a written operating agreement.
(g) Whether or not an assignee of an interest becomes a member, the
assignor is not released from the assignor's liability to the limited
liability company for unpaid contributions under IC 23-18-5-1 or for
any wrongful distributions under IC 23-18-5-7 that are solely a result
of the assignment.
(h) Unless otherwise provided in a written operating agreement, a
member who assigns the member's entire interest in the limited liability
company ceases to be a member or to have the power to exercise any
rights of a member when an assignee of the member's interest becomes
a member with respect to the assigned interest.