La. Corporations and Associations § 12:1332

Current with changes from the 2024 legislative session, Chs. 3, 6-495, effective on or before 7/1/2024

Section 12:1332 - Right of assignee to become a member

A. Except as otherwise provided in the articles of organization or a written operating agreement:

(1) An assignee of an interest in a limited liability company shall not become a member or participate in the management of the limited liability company unless the other members unanimously consent in writing.

(2) Until the assignee of an interest in a limited liability company becomes a member, the assignor shall continue to be a member.

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. Except as otherwise provided in the articles of organization or a written operating agreement, an assignee who becomes a member also shall be liable for any obligations of his assignor to make contributions under R.S. 12:1322 and to return under R.S. 12:1328(A) distributions received in violation of R.S. 12:1327. However, the assignee shall not be obligated for liabilities unknown to the assignee at the time that he became a member.

C. Whether or not an assignee of a membership interest becomes a member, the assignor shall not be released from his liability to the limited liability company under R.S. 12:1322 and 1328.

La. Corporations and Associations § 12:1332

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.

Acts 1992, No. 780, §2, eff. 7/7/1992; Acts 1993, No. 475, §4, eff. 6/9/1993.