§ 48-2c-1104. Right of assignee to become member.

(1) Except as otherwise provided in the articles of organization or operating agreement, an assignee of an interest in a company may become a member only upon the consent of all members and upon signing the operating agreement or other writing by which the assignee agrees to be bound by the operating agreement.

(2) An assignee who has become a member has, with respect to the interest assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, the operating agreement, and this chapter.

(3) An assignee who becomes a member is liable for any obligations of his assignor to make contributions and to return distributions as provided in this chapter. However, an assignee who becomes a member is not obligated for liabilities of the assignor unknown to the assignee at the time the assignee became a member but has constructive notice of any obligations described in the articles of organization or operating agreement of the company.

Enacted by Chapter 260, 2001 General Session