347.115. Interest in company is personal property, assignability, distributions, pledge of security interest, effect--rights of assignee--liability of assignor. - Missouri Statutes

Interest in company is personal property, assignability,distributions, pledge of security interest, effect--rights ofassignee--liability of assignor.

347.115. 1. The interest of a member in a limitedliability company is personal property and, except as provided inthe operating agreement, may be assigned in whole or in part. Anassignment of an interest does not entitle the assignee toparticipate in the management of the business and affairs of thelimited liability company or to become or to exercise the rightsof a member, except as provided in section 347.113. An assigneethat has not become a member shall only be entitled to receive,to the extent assigned, the share of distributions and profits,including distributions representing the return of contributions,to which the assignor would otherwise be entitled with respect tothe assigned interest. Unless otherwise provided in theoperating agreement, a member shall not cease to be a member as aresult of the pledge, encumbrancing or the granting of a securityinterest in the interest of such member in the limited liabilitycompany.

2. An assignee who has become a member has, to the extentassigned, the rights and powers, and is subject to therestrictions and liabilities, of a member under the articles oforganization, the operating agreement and sections 347.010 to347.187. An assignee who becomes a member is liable for anyobligations of his assignor to make contributions.

3. Unless otherwise provided in the operating agreement, ifan assignee of an interest in a limited liability company becomesa member, the assignor is not released from his liability to thelimited liability company under section 347.099 or section347.109 without the written consent of all members.

(L. 1993 S.B. 66 & 20 § 359.770)

Effective 12-1-93