15 Pa. C.S. § 8852

Current through P.A. Acts 2023-66
Section 8852 - Transfer of transferable interest
(a) General rule.--Subject to section 8853(f) (relating to charging order), a transfer, in whole or in part, of a transferable interest:
(1) is permissible;
(2) does not by itself cause the dissociation of the transferor as a member or a dissolution and winding up of the limited liability company's activities and affairs; and
(3) subject to section 8854 (relating to power of personal representative of deceased member), does not entitle the transferee to:
(i) participate in the management or conduct of the company's activities and affairs; or
(ii) except as provided in subsection (c), have access to records or other information concerning the company's activities and affairs.
(b)Right to distributions.--A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c) Right to account on dissolution.--In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(d)Certificate of interest.--A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in record form and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e)Recognition of transferee's rights.--A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.
(f)Transfer restrictions.--A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g)Rights retained by transferor.--Except as provided in section 8861(5)(ii) (relating to events causing dissociation), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

15 Pa.C.S. § 8852

Added by P.L. TBD 2016 No. 170, § 29, eff. 2/19/2017.