§1332.  Right of assignee to become a member

A.  Except as otherwise provided in the articles of organization or a written operating agreement:

(1)  An assignee of an interest in a limited liability company shall not become a member or participate in the management of the limited liability company unless the other members unanimously consent in writing.  

(2)  Until the assignee of an interest in a limited liability company becomes a member, the assignor shall continue to be a member.  

B.  An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this Chapter.  Except as otherwise provided in the articles of organization or a written operating agreement, an assignee who becomes a member also shall be liable for any obligations of his assignor to make contributions under R.S. 12:1322 and to return under R.S. 12:1328(A) distributions received in violation of R.S. 12:1327.  However, the assignee shall not be obligated for liabilities unknown to the assignee at the time that he became a member.  

C.  Whether or not an assignee of a membership interest becomes a member, the assignor shall not be released from his liability to the limited liability company under R.S. 12:1322 and 1328.  

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.