Pennsylvania § 8852 Transfer of transferable interest

Pennsylvania Statutes

§ 8852 — Transfer of transferable interest

Pennsylvania § 8852

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 88LIMITED LIABILITY COMPANIES

Subch.TRANSFERABLE INTERESTS AND RIGHTS

This text of Pennsylvania § 8852 (Transfer of transferable interest) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

15 Pa. Cons. Stat. § 8852 (2026).

Text

(a)General rule.--Subject to section 8853(f) (relating to charging order), a transfer, in whole or in part, of a transferable interest:

(1)is permissible;

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

(3)subject to section 8854 (relating to power of personal representative of deceased member), does not entitle the transferee to:

(i)participate in the management or conduct of the company's activities and affairs; or

(ii)except as provided in subsection (c), have access to records or other information concerning the company's activities and affairs.

(b)Right to distributions.--A transferee has the right to receive, in accordance with the transfer, distribut

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(a) General rule.--Subject to section 8853(f) (relating to charging order), a transfer, in whole or in part, of a transferable interest:

(1) is permissible;

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

(3) subject to section 8854 (relating to power of personal representative of deceased member), does not entitle the transferee to:

(i) participate in the management or conduct of the company's activities and affairs; or

(ii) except as provided in subsection (c), have access to records or other information concerning the company's activities and affairs.

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

(c) Right to account on dissolution.--In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

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

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

(f) Transfer restrictions.--A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.

(g) Rights retained by transferor.--Except as provided in section 8861(5)(ii) (relating to events causing dissociation), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.