Corporations Code - CORP § 17705.02

Cal. CORP § 17705.02

California Statutes

(

a) With respect to a transfer, in whole or in part, of a transferable interest, all of the following apply:

(1) A transfer is permissible.

(2) A transfer does not by itself cause a member’s dissociation or a dissolution and winding up of the activities of a limited liability company.

(3) Subject to

Section 17705.04, a transfer does not entitle the transferee to do any of the following: (

A) Vote or otherwise participate in the management or conduct of the activities of a limited liability company. (

B) Except as otherwise provided in subdivision (

c) and

Section 17704.10, have access to records or other information concerning the activities of a limited liability company. (

b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; provided, however, that the pledge or granting of a security interest, lien, or other encumbrance in or against any or all of the transferable interest of a transferor shall not cause the transferor to cease to be a member or grant to the transferee or to anyone else the power to exercise any rights or powers of a member, including, without limitation, the right to receive distributions to which the member is entitled. (

c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability company’s transactions only from the date of dissolution. (

d) 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 article, the interest represented by the certificate may be transferred by a transfer of the certificate. (

e) A limited liability company need not give effect to a transferee’s rights under this

section until the limited liability company has notice of the transfer. (

f) 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. (

g) Except as otherwise provided in subdivision (

b) of this

section and paragraph (2) of subdivision (

d) of

Section 17706.02, 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. (

h) 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 member’s obligations under

Section 17704.03 and subdivision (

c) of

Section 17704.06 known to the transferee when the transferee becomes a member.

Document details

CollectionCalifornia Statutes
CitationCal. CORP § 17705.02
Date2016-01-01
Typestatute
Languageen
SourceCA_STAT
IdentifierCORP17705.02.201577511

Corporations Code - CORP § 17705.02

Cal. CORP § 17705.02

California Statutes

Corporations Code - CORP § 17705.02

Cal. CORP § 17705.02

California Statutes

(

a) With respect to a transfer, in whole or in part, of a transferable interest, all of the following apply:

(1) A transfer is permissible.

(2) A transfer does not by itself cause a member’s dissociation or a dissolution and winding up of the activities of a limited liability company.

(3) Subject to

Section 17705.04, a transfer does not entitle the transferee to do any of the following: (

A) Vote or otherwise participate in the management or conduct of the activities of a limited liability company. (

B) Except as otherwise provided in subdivision (

c) and

Section 17704.10, have access to records or other information concerning the activities of a limited liability company. (

b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; provided, however, that the pledge or granting of a security interest, lien, or other encumbrance in or against any or all of the transferable interest of a transferor shall not cause the transferor to cease to be a member or grant to the transferee or to anyone else the power to exercise any rights or powers of a member, including, without limitation, the right to receive distributions to which the member is entitled. (

c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability company’s transactions only from the date of dissolution. (

d) 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 article, the interest represented by the certificate may be transferred by a transfer of the certificate. (

e) A limited liability company need not give effect to a transferee’s rights under this

section until the limited liability company has notice of the transfer. (

f) 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. (

g) Except as otherwise provided in subdivision (

b) of this

section and paragraph (2) of subdivision (

d) of

Section 17706.02, 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. (

h) 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 member’s obligations under

Section 17704.03 and subdivision (

c) of

Section 17704.06 known to the transferee when the transferee becomes a member.

Document details

CollectionCalifornia Statutes
CitationCal. CORP § 17705.02
Date2016-01-01
Typestatute
Languageen
SourceCA_STAT
IdentifierCORP17705.02.201577511