N.D. Cent. Code § 10-32.1-44

Current through the 2023 Legislative Sessions

Section 10-32.1-44 - Transfer of a transferable interest

1. A transfer, in whole or in part, of a transferable interest:

a. Is permissible;

b. Does not by itself cause the dissociation of a member or a dissolution and winding up of the activities of the limited liability company; and

c. Subject to section 10-32.1-46, does not entitle the transferee to:

(1) Participate in the management or conduct of the activities of the company; or

(2) Except as otherwise provided in subsection 3, have access to records or other information concerning the activities of the company.

2. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

3. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the transactions of the company only from the date of dissolution.

4. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

5. A limited liability company need not give effect to the rights of a transferee under this section until the company has notice of the transfer.

6. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.

7. Except as otherwise provided in subdivision b of subsection 4 of section 10-32.1-48, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.

8. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the obligations of the member under section 10-32.1-29 and subsection 3 of section 10-32.1-32, known to the transferee when the transferee becomes a member.

N.D.C.C. § 10-32.1-44

Added by S.L. 2015, ch. 87 (HB 1136),§ 19, eff. 7/1/2015.