Wyoming § 17-29-502 Transfer of transferable interest

Wyoming Statutes

§ 17-29-502 — Transfer of transferable interest

Wyoming·Title 17 Corporations, Partnerships and Associations·Ch. 29 WYOMING LIMITED LIABILITY COMPANY ACT·Art. 5 TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES

(a)A transfer, in whole or in part, of a transferable interest:

(i)Is permissible;

(ii)Except as otherwise provided in this chapter, does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and

(iii)Subject to W.S. 17-29-504, does not entitle the transferee to:

(A)Participate in the management or conduct of the company's activities; or

(B)Except as otherwise provided in subsection

(c)of this section, have access to records or other information concerning the company's activities.

(b)A transferee has 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 is entitled t

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(a) A transfer, in whole or in part, of a transferable
interest:
(i) Is permissible;
(ii) Except as otherwise provided in this chapter,
does not by itself cause a member's dissociation or a
dissolution and winding up of the limited liability company's
activities; and
(iii) Subject to W.S. 17-29-504, does not entitle the
transferee to:
(A) Participate in the management or conduct of
the company's activities; or
(B) Except as otherwise provided in subsection
(c) of this section, have access to records or other information
concerning the company's activities.
(b) A transferee has 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 is 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
is ineffective as to a person having notice of the restriction
at the time of transfer.
(g) Except as otherwise provided in W.S.
17-29-602(a)(iv)(B), when a member transfers a transferable
interest, the transferor retains the rights of a member other
than the interest in distributions transferred and retains all
duties and obligations of a member.
(h) When a member transfers a transferable interest to a
person that becomes a member with respect to the transferred
interest, the transferee is liable for the member's obligations
under W.S. 17-29-403 and 17-29-406(c) known to the transferee
when the transferee becomes a member.