Section 304-C:48 Right of Assignee to Become Member. - New Hampshire Statutes

   I. An assignee of a limited liability company interest shall become a member:
      (a) Upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest;
      (b) To the extent provided in the limited liability company agreement, and upon compliance with any procedure provided for in the limited liability company agreement; or
      (c) In the case of a single-member limited liability company only, upon a person succeeding to such interest of the member.
   II. An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under a limited liability company agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in a limited liability company agreement:
      (a) An assignee who becomes a member is liable for the obligations of his assignor to make contributions as provided in RSA 304-C:37; and
      (b) An assignee who becomes a member shall not be liable for the obligations of the assignor under RSA 304-C:40-44, or for the assignor's liabilities to the limited liability company or others for the breach of duty to it or them. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in RSA 304-C:37, unknown to the assignee at the time the assignee became a member and which could not be ascertained from a limited liability company agreement.
   III. Whether or not an assignee of a limited liability company interest becomes a member, and except to the extent otherwise provided in the limited liability company agreement, the assignor is not released from the liabilities and obligations referred to in paragraph II.

Source. 1993, 313:1. 1997, 120:34, eff. Aug. 8, 1997.