The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 005 : Transferees and Creditors of Member

• § 4073. Rights of transferee

  (a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that all other members consent.

  (b)(1) A transferee who has become a member has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter to the extent of the membership interest transferred.

  (2) A transferee who becomes a member also is liable for the transferor member’s obligations to make contributions under section 4053 of this title and for obligations under section 4057 of this title to return unlawful distributions, but the transferee is not obligated for the transferor member’s liabilities unknown to the transferee at the time the transferee becomes a member and which could not be ascertained from the articles of organization or the operating agreement made available to the transferee, and is not personally liable for any obligation of the limited liability company incurred before the transferee’s admission as a member.

  (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor retains all duties and obligations of a member and is not released from liability to the limited liability company and the other members under the operating agreement or this chapter unless all other members consent.

  (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company’s business or affairs, require access to information concerning the company’s transactions, or inspect or copy any of the company’s books and other records, except that 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.

  (e) A transferee who does not become a member is entitled to:

  (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

  (2) receive, upon dissolution and winding up of the limited liability company’s business:

  (A) in accordance with the transfer, the net amount otherwise distributable to the transferor; and

  (B) a statement of account only from the date of the latest statement of account agreed to by all the members.

  (f) A limited liability company need not give effect to a transfer or a transferee’s rights under this section until it has notice of the transfer. (Added 2015, No. 17, § 2.)