§ 603. Assignment of membership interest.
(a)Except as provided in\nthe operating agreement,\n (1) a membership interest is assignable in whole or in part;\n (2) an assignment of a membership interest does not dissolve a limited\nliability company or entitle the assignee to participate in the\nmanagement and affairs of the limited liability company or to become or\nto exercise any rights or powers of a member;\n (3) the only effect of an assignment of a membership interest is to\nentitle the assignee to receive, to the extent assigned, the\ndistributions and allocations of profits and losses to which the\nassignor would be entitled; and\n (4) a member ceases to be a member and to have the power to exercise\nany rights or powers of a member upon assignment of all of his or her\nmembe
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§ 603. Assignment of membership interest. (a) Except as provided in\nthe operating agreement,\n (1) a membership interest is assignable in whole or in part;\n (2) an assignment of a membership interest does not dissolve a limited\nliability company or entitle the assignee to participate in the\nmanagement and affairs of the limited liability company or to become or\nto exercise any rights or powers of a member;\n (3) the only effect of an assignment of a membership interest is to\nentitle the assignee to receive, to the extent assigned, the\ndistributions and allocations of profits and losses to which the\nassignor would be entitled; and\n (4) a member ceases to be a member and to have the power to exercise\nany rights or powers of a member upon assignment of all of his or her\nmembership interest. Unless otherwise provided in the operating\nagreement, the pledge of, or the granting of a security interest, lien\nor other encumbrance in or against, any or all of the membership\ninterest of a member shall not cause the member to cease to be a member\nor to cease to have the power to exercise any rights or powers of a\nmember.\n (b) The operating agreement may provide that a member's interest may\nbe evidenced by a certificate issued by the limited liability company\nand may also provide for the assignment or transfer of any of the\ninterest represented by such a certificate. A member's interest may be a\ncertificated security or an uncertificated security within the meaning\nof section 8--102 of the uniform commercial code if the requirements of\nsection 8--103(c) are met, and if the requirements are not met such\ninterest shall, for purposes of the uniform commercial code, be deemed\nto be a general intangible asset. The existence of the restrictions on\nthe sale or transfer of a membership interest, as contained in this\nchapter and, if applicable, in the operating agreement, shall be noted\nconspicuously on the face or back of every certificate representing a\nmembership interest issued by a limited liability company. Any sale or\ntransfer in violation of such restrictions shall be void.\n (c) Unless otherwise provided in an operating agreement and except to\nthe extent assumed by agreement, until the time, if any, that an\nassignee of a membership interest becomes a member, the assignee shall\nhave no liability as a member solely as a result of the assignment.\n