New York § 604 Rights of assignee to become a member

New York Statutes

§ 604 — Rights of assignee to become a member

New York § 604

Law LLCLimited Liability Company Law

Art. 6Members and Membership

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Bluebook

N.Y. Limited Liability Company Law § 604 (2026).

Text

§ 604. Rights of assignee to become a member.

(a)Except as provided\nin the operating agreement, an assignee of a membership interest may not\nbecome a member without the vote or written consent of at least a\nmajority in interest of the members, other than the member who assigned\nor proposes to assign such membership interest.\n (b) An assignee who has become a member has, to the extent assigned,\nthe rights, powers, preferences and limitations and is subject to the\nrestrictions and liabilities, of a member under the articles of\norganization, the operating agreement and this chapter. Notwithstanding\nthe foregoing, unless otherwise provided in the operating agreement, an\nassignee who becomes a member is liable for the obligations of his or\nher assignor to make contributions as pr

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§ 604. Rights of assignee to become a member. (a) Except as provided\nin the operating agreement, an assignee of a membership interest may not\nbecome a member without the vote or written consent of at least a\nmajority in interest of the members, other than the member who assigned\nor proposes to assign such membership interest.\n (b) An assignee who has become a member has, to the extent assigned,\nthe rights, powers, preferences and limitations and is subject to the\nrestrictions and liabilities, of a member under the articles of\norganization, the operating agreement and this chapter. Notwithstanding\nthe foregoing, unless otherwise provided in the operating agreement, an\nassignee who becomes a member is liable for the obligations of his or\nher assignor to make contributions as provided in section five hundred\ntwo of this chapter, but shall not be liable for the obligations of his\nor her assignor under sections six hundred six and five hundred eight of\nthis chapter. However, the assignee is not obligated for (i)\nliabilities, including the obligations of his or her assignor to make\ncontributions as provided in section five hundred two of this chapter,\nunknown to the assignee at the time he or she becomes a member and that\ncould not be ascertained from the operating agreement or (ii) any\naccrued liabilities of the assignor at the time of assignment unless the\nassignee specifically assumes such liabilities.\n