13.1-1040 - Right of assignee to become member. - Virginia Statutes

§ 13.1-1040. Right of assignee to become member.

A. Except as otherwise provided in writing in the articles of organization oran operating agreement, an assignee of an interest in a limited liabilitycompany may become a member only by the consent of a majority of themember-managers (other than the assignor member) of a manager-managed limitedliability company of which one or more members is a manager, or by a majorityvote of the members (other than the assignor member) of any other limitedliability company.

B. An assignee who has become a member has, to the extent assigned, therights and powers, and is subject to the restrictions and liabilities, of amember under the articles of organization, any operating agreement and thischapter. An assignee who becomes a member also is liable for any obligationsof his assignor to make contributions and return distributions as provided inArticles 5 (§ 13.1-1022 et seq.) and 6 (§ 13.1-1029 et seq.) of this chapter.However, an assignee who becomes a member is not obligated for liabilities ofthe assignor unknown to him at the time he or it became a member.

C. If an assignee of an interest in a limited liability company becomes amember, the assignor is not released from his liability under §§ 13.1-1027and 13.1-1036 to the limited liability company.

(1991, c. 168; 1994, c. 348; 1995, c. 168; 1997, c. 190.)