(a)  Except as otherwise provided in a written operating agreement, an assignee of an interest in a limited-liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of specification, consent is evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained with the records of the limited-liability company.

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Terms Used In Rhode Island General Laws 7-16-36

  • Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited-liability company. See Rhode Island General Laws 7-16-2
  • interest: means a member's rights in the limited-liability company, collectively, including the member's share of the profits and losses of the limited-liability company, the right to receive distributions of the limited-liability company's assets, and any right to vote or participate in management of the limited-liability company. See Rhode Island General Laws 7-16-2
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Member: means a person with an ownership interest in a limited-liability company with the rights and obligations specified under this chapter. See Rhode Island General Laws 7-16-2
  • Operating agreement: means any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business. See Rhode Island General Laws 7-16-2

(b)  An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter.

(c)  An assignee who becomes a member is liable for any obligations of the assignor to make contributions and to return distributions under this chapter.

(d)  Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited-liability company under § 7-16-25 and § 7-16-32.

History of Section.
P.L. 1992, ch. 280, § 1.