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Involuntary transfers

Cap. 270:01, s. 59 · Revised Edition 2020

(1) A member whose interest is disturbed by any of the following events shall remain a member of the limited liability company for all purposes; however, the trustee, creditor or other person acquiring an order or writ shall be treated as an assignee and nothing more, (a) an assignment for the benefit of creditors; (b) an adjudicated bankrupt or insolvent; (c) the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of his property; (d) levy, execution, garnishment, attachment, charging order or any other similar remedy; (e) mareva injunction or order or other similar writ or order. (2) Unless otherwise provided in an operating agreement, a member ceases to be a member, (a) if the member is an individual, upon his death; (b) if the member is acting as a member by virtue of being a trustee of a trust, the termination of the trust but not merely the substitution of a new trustee; (c) if a member is a general or limited partnership, the and commencement of winding up of the partnership, but an operating agreement may permit a partnership to remain a member until it ceases to exist as a legal entity; (d) if a member is an entity, the filing of a certificate or articles of dissolution or its equivalent for the entity or revocation of its charter, but an operating agreement may permit an entity to remain a member until it ceases to exist as a legal entity; (e) if a member is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited liability company, but an operating agreement may permit the estate to remain a member until all distributees of the member’s interest have been admitted as (3) Unless otherwise provided in an operating agreement, the person to whom a membership interest is transferred or devolves by operation of law after an event described in subsection (2) of this section, shall have only the rights of an assignee unless substituted as a member under section 55 of this Act.
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