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