§ 57C-5-04. Right of assignee to become a member. - North Carolina Statutes

§ 57C‑5‑04.  Rightof assignee to become a member.

(a)        An assignee of (orother person having only the rights of an assignee under G.S. 57C‑5‑02with respect to) an interest in a limited liability company may become a memberonly with that person's consent and:

(1)        By meeting therequirements provided in the articles of organization or operating agreement;

(2)        By the unanimousconsent of the members, if the articles of organization or operating agreementdo not provide otherwise; or

(3)        In the manner permittedunder G.S. 57C‑6‑01(4), if the limited liability company ceases tohave any members.

The consent of a member may beevidenced as provided in the articles of organization or operating agreement.If the articles of organization or operating agreement do not provideotherwise, then consent is to be evidenced by a written instrument, dated andsigned by the member, or evidenced by a vote taken at a meeting of members.

(b)        An assignee whobecomes a member has, to the extent assigned, the rights and powers, and issubject to the restrictions and liabilities, of a member under the articles oforganization, any operating agreements, and this Chapter. Notwithstanding thepreceding sentence, unless otherwise provided in a written operating agreement,an assignee who becomes a member is liable for any obligations of his assignorto make contributions under G.S. 57C‑4‑02 (liability forcontribution) but shall not be liable for obligations of his assignor underG.S. 57C‑4‑07 (liability upon wrongful distribution). However, theassignee is not obligated for liabilities unknown to the assignee at the timethe assignee became a member and which could not be ascertained from thearticles of organization or a written operating agreement.

(c)        Whether or not anassignee of a membership interest becomes a member, the assignor is notreleased from liability that the assignor may have under G.S. 57C‑4‑02or G.S. 57C‑4‑07.  (1993, c. 354, s. 1; 2009‑247, s. 4.)