Vermont Statutes Title 11 Sec. 4072
Terms Used In Vermont Statutes Title 11 Sec. 4072
- Dissociation: means a complete termination of a member's continued membership in a limited liability company for any reason. See
- Dissolution: means an event under section 4101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity. See
- Distributional interest: means the right of a member or transferee to receive a distribution from a limited liability company. See
- Member: means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title. See
- Operating agreement: means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement. See
- Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law. See
§ 4072. Transfer of distributional interest
(a) A transfer, in whole or in part, of a distributional interest:
(1) is permissible;
(2) does not by itself cause a member‘s dissociation or a dissolution and winding up of the company’s activities; and
(3) subject to section 4075 of this title, does not entitle the transferee to:
(A) become or to exercise any rights of a member:
(B) participate in the management or conduct of the company’s activities; or
(C) except as otherwise provided in subsection 4073(d) of this title, have access to records or other information concerning the company’s activities.
(b) A transfer of a distributional interest entitles the transferee to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled with respect to the interest.
(c) Except as otherwise provided in subdivision 4081(4)(B) of this title, if a member transfers a distributional interest, the transferor retains the rights of a member other than the distributional interest transferred and retains all duties and obligations of a member.
(d) A transfer of a distributional 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. (Added 2015, No. 17, § 2.)