Rutgers Law

NOTE: This section was repealed by L.2012, c. 50, effective 2014-03-01.

New Jersey Statutes, Title: 42, PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

    Chapter 2b:

      Section: 42:2b-44: Company interest assignable; rights of assignee.

          
44. a. A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee of a member's limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in an operating agreement and upon:

(1) The approval of all of the non-assigning members of that interest, if any, of the limited liability company; or

(2) Compliance with any procedure provided for in the operating agreement.

b. Unless otherwise provided in an operating agreement:

(1) An assignment entitles the assignee to receive the distribution or distributions, and to receive the allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned;

(2) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of his limited liability company interest; and

(3) The pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member, to become dissociated or to fail to have the power to exercise any rights or powers of a member.

c. An operating agreement may provide that a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company.

d. Unless otherwise provided in an operating agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.

e. An assignee shall have no authority to seek or obtain a court order dissolving or liquidating a limited liability company.

L.1993,c.210,s.44; amended 1997, c.139, s.17; 1998, c.79, s.9.



This section added to the Rutgers Database: 2012-09-26 13:37:53.