50-State Surveys › LLC Membership-Interest Transfer and Member-Admission Requirements by State
LLC Membership-Interest Transfer and Member-Admission Requirements by State
When may an LLC member transfer an economic interest, and what else is required before the transferee becomes a member?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-08-12
What this survey covers
Selling or assigning an LLC interest does not always make the buyer a member. This survey compares the default state-law checkpoints for an ordinary voluntary transfer: what the operating agreement controls, what economic rights may move, what rights stay behind, how the transferee becomes a member, and which internal or public records may need attention.
The table deliberately separates the assignment contract from company consent and member admission. It also separates an internal ownership record from a filing with the secretary of state. Those are different legal layers, and a completed step in one layer does not prove that every other layer changed.
How to read the table
Start with the operating-agreement and assignment columns. They show whether a restriction controls and whether the transfer moves only distribution rights or also changes member status. Then read the transferee-rights and admission columns together. A transferee may receive distributions without a vote or management power, yet still receive a limited inspection or accounting right.
Next check the transferor-status column. States differ on whether a complete assignment leaves the transferor as a member, ends membership, or supplies an expulsion route. Finish with company notice, internal records, and public filings. A company may need notice before recognizing a transferee and may need to update its own ledger even when no immediate public amendment is required.
What the finished survey shows
The dominant rule separates economics from governance. Most jurisdictions let a member transfer the right to distributions without automatically admitting the transferee, ending the transferor's membership, or giving the transferee voting, management, or ordinary information rights. The usual default admission threshold is unanimous consent, but the consent group matters: Alaska and Vermont use all other members, Nevada uses a contribution-weighted majority in interest of the other members, and several older acts use different agreement-specific formulas.
Transferor status is the largest source of structural variation. Many modern acts leave the seller in place and permit the other members to expel after a complete transfer. Other statutes end membership automatically, tie the exit to the transferee's admission, or supply a distinct cessation or buyout route. Rhode Island's current automatic-exit rule changes when its replacement act takes effect in 2028. Delaware adds a sole-member automatic-admission route; Washington automatically admits the transferee of a sole member; Wyoming, unlike Idaho and the District of Columbia, bars charging-order foreclosure even against a sole member.
Information and filing rules also resist a single checklist. California, Arizona, Illinois, Tennessee, Texas, and several winding-up statutes give a nonmember transferee some limited information or account right, while most states reserve ordinary inspection for members. Public filings range from no owner field to Alaska's five-percent disclosure, the District's beneficial-ownership and control disclosures, and state reports that list managers, managing members, or governors. An internal transfer record and a public filing are therefore separate questions in every state.
Why these nine dimensions are separate
Current official checks in four deliberately different jurisdictions confirm that no single "ownership transfer" rule captures the transaction:
- California says a transfer does not itself confer voting or management rights, but separately gives a transferee purpose-limited inspection rights. Its default postformation admission route requires all members' consent, while the transferor ordinarily retains member rights and duties. Official current California bulk code.
- Florida likewise separates transferable-interest rights from admission and waits for company knowledge or notice before requiring recognition of transferee rights. Official Florida Chapter 605.
- The District of Columbia makes a restriction ineffective against a transferee who had notice and uses unanimous consent as one admission route. Official D.C. Chapter 29-8.
- New York supplies a structural contrast: absent a different operating-agreement rule, admission needs a majority in interest of the nonassigning members, and assignment of the entire interest ends the assignor's membership. Official New York LLC Law §§ 603 and 604.
The California exemplar fixes the intended level of detail for later cells. Every state must answer all nine dimensions without importing securities, tax, valuation, fiduciary-dispute, or closing-contract advice.
Get this answered for your state
This survey compares every state side by side. Ask about your specific situation and see what your state's law says, with citations to the statutes.
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| State | Governing law and transaction scope | Operating agreement and restrictions | Transferable interest and assignment effect | Transferee rights | Member admission and consent | Transferor status and duties | Company notice, certificates, and timing | Company records and public filings | Special routes and scope boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-12 | Alabama Limited Liability Company Law; ordinary voluntary transfer of a 'transferable interest,' not an entity transaction, charging order, death transfer, professional-eligibility question, securities offering, tax transaction, or disputed-title case (§§ 10A-5A-1.02(k), (l), (m), (s)-(u), -5.01 to -5.04) |
LLC agreement governs member/company relations and binds transferees; it may impose transfer-related penalties or consequences, including forced sale, forfeiture, subordination, or void/voidable treatment, subject to nonwaivable limits (§§ 10A-5A-1.08, -1.10(c)) |
Only the distribution right is transferable personal property. Whole or partial transfer is permissible and alone causes neither cessation of membership nor dissolution (§§ 10A-5A-1.02(u), -5.01, -5.02(a)) |
Nonmember transferee receives transferred distributions but no direction, oversight, records, or other information rights; the current records statute expressly excludes transferees (§§ 10A-5A-4.09(f), -5.02(a)-(b)) |
After formation, admission occurs as the LLC agreement provides, through specified entity transactions, with consent of all members, or under the no-member continuation routes. Admission automatically makes the person a party who assents to the agreement (§§ 10A-5A-1.09(b), -4.01(b)) |
Transferor ordinarily retains member rights, duties, and obligations except transferred distributions. Full transfer automatically dissociates only when made to another member or when the transferee becomes a member; otherwise all other members may unanimously expel the fully transferred member (§§ 10A-5A-5.02(e), -6.02(d)(2), (k)-(l)) |
LLC need not recognize transferee rights until notice. Transferable interests may be certificated under the agreement, but never in bearer form; Chapter 5A states no general notarization, witness, or public transfer-filing form (§ 10A-5A-5.02(c)-(d)) |
LLC must maintain a current member-name/address list and add the transferee if admitted. Certificate of formation states only that at least one member exists—not owner names; amend a filed certificate only when one of its provisions actually changes (§§ 10A-5A-2.01(a), -4.09(a), 10A-1-3.13) |
Different rules govern no-member continuation, death and estate representation, charging orders, bankruptcy, trust/estate distributions, mergers, conversions, series, professional eligibility, securities, and tax; those are outside this ordinary voluntary-transfer comparison (§§ 10A-5A-5.02(g), -5.03 to -5.04, -6.02(f)-(i), -7.01(c)) |
| Alaska verified 2026-08-13 | Alaska Revised Limited Liability Company Act; ordinary domestic LLC assignment (AS 10.50.010-.995) |
Written agreement may change assignment defaults and admission/evidence rules; Act states no general outsider-notice or voidness rule (§§ 10.50.095, .165, .375(f)) |
Interest is personal property and may be assigned wholly or partly; assignment alone moves distributions only and causes no dissolution or admission (§§ 10.50.370-.375) |
Gets assigned distributions only; no management or member rights, and statutory inspection belongs to members (§§ 10.50.375(b)-(d), .870) |
Agreement controls; otherwise all other members consent, evidenced by dated signed writing if the agreement is silent (§§ 10.50.155-.165) |
Stays a member until admission/removal; full-interest admission ends status, or majority of nonassigning members may remove after full assignment (§§ 10.50.180, .205, .375(c), (e)) |
No assignment-notice prerequisite stated; agreement may authorize certificates; admission effective on the statutory later date (§§ 10.50.160, .800) |
Keep current/past member lists; biennial report lists managers or all members plus every 5% owner, with interim notice for specified management changes (§§ 10.50.755-.765, .860) |
Charging order is exclusive and gives assignee rights only; death/incompetency gives the representative assignee rights. Mergers, professional eligibility, securities, and tax are separate (§§ 10.50.380-.390) |
| Arizona verified 2026-08-12 | Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 to -4202; ordinary voluntary transfer of the distribution-only transferable interest, not creditor, entity-transaction, estate, securities, tax, or disputed-title routes (§§ 29-3102, 29-3502) |
Agreement governs internal relations and admission. Violating transfer is ineffective if transferee had knowledge/notice or restriction appears in a signed-record agreement (§ 29-3502(F)) |
Transferable interest is distribution right. Whole or partial transfer is permitted and does not itself cause dissociation or dissolution; member and transferable interest remain distinct (§§ 29-3102(15), (29)-(30), 29-3502(A)) |
Transferee receives assigned distributions, related-purpose information, and dissolution-date accounting, but no management or general records rights before admission (§§ 29-3410(J), 29-3502(A)-(C)) |
Postformation admission follows agreement, qualifying entity transaction, transferee's agreement plus all-member consent, or no-member continuation route. Admission may occur without economic interest or contribution (§ 29-3401(C)-(D)) |
Transferor retains member rights and duties minus transferred economics. Full transfer permits unanimous expulsion; dissociation occurs when transferee is/becomes member under full-transfer rule (§§ 29-3502(G), 29-3602(4)(b), (17)) |
LLC need not recognize transferee rights until knowledge/notice. Nonbearer certificate permitted; restriction and survivorship rules can require signed records or notice (§§ 29-3401(F)-(G), (N), 29-3502(D)-(F)) |
Keep current member/manager list. Within 30 days amend articles for any member change in member-managed LLC, or manager/20%-member change in manager-managed LLC (§§ 29-3201(B)(4), 29-3202(B), 29-3410(A)) |
Co-ownership/survivorship, security transfers, charging orders, death/estate events, no-member continuation, entity transactions, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 29-3401(E)-(O), 29-3602) |
| Arkansas verified 2026-08-12 | Arkansas Uniform Limited Liability Company Act, Ark. Code ch. 38; ordinary voluntary transfer of a transferable interest, not a charging order, death transfer, entity transaction, securities offering, tax transaction, or disputed-title case (§§ 4-38-101-.102, -501 to -504) |
Agreement governs company/member obligations to transferees. A violating transfer is ineffective if the intended transferee knew or had notice of the restriction at transfer (§§ 4-38-105, -107, -502(f)) |
Transferable interest is the distribution right and personal property. Whole or partial transfer is permitted and does not itself cause dissociation, dissolution, or admission (§§ 4-38-102(23)-(25), -501 to -502) |
Transferee receives assigned distributions but no management or ordinary information rights. During winding up, transferee gets an account only from dissolution date (§§ 4-38-404(d), -410(g), -502(a)-(c)) |
Postformation admission follows agreement, qualifying entity transaction, all-member affirmative vote/consent, or 90-day no-member continuation. Membership need not include a transferable interest or contribution (§§ 4-38-401(c)-(d), -701(a)(3)) |
Transferor retains member rights other than transferred distributions and all duties/obligations. After full non-security transfer, all other members may expel; dissociation does not discharge prior liability (§§ 4-38-502(g), -602(5)(B), -603) |
LLC need not recognize transferee rights until knowledge or notice. Interest may be certificated and transferred by certificate; Chapter 38 states no general witness, notarization, or ownership-transfer filing (§ 4-38-502(d)-(f)) |
Ordinary transferee lacks statutory member information rights. Annual franchise-tax report names at least one member if member-managed or one manager if manager-managed, so transfer/admission has no immediate ownership filing; the next report must be current (§§ 4-38-212, -410) |
Charging orders, death representation, full-transfer expulsion, no-member continuation, entity transactions, securities, tax, and disputed ownership follow separate rules (§§ 4-38-503 to -504, -602, -701) |
| California verified 2026-08-12 | California Revised Uniform Limited Liability Company Act; ordinary voluntary transfer of a 'transferable interest,' not a merger, foreclosure, death transfer, securities offering, or tax transaction (§§ 17701.02(z)-(ab), 17705.02) |
The operating agreement governs member relations and may set transfer and admission terms. A restricted transfer is ineffective against a transferee who had notice of the restriction (§§ 17701.10(a)-(b), 17705.02(f)) |
The transferable interest is the distribution right. Transfer is permissible and does not by itself cause dissociation, dissolution, or member admission (§§ 17701.02(aa), 17705.02(a)) |
Transferee receives assigned distributions, but no vote or management right. A transferee has purpose-limited statutory inspection and information rights (§§ 17704.10(a)-(b), 17705.02(a)-(c)) |
After formation: operating-agreement route, qualifying entity transaction, all-member consent, or 90-day no-member continuation route. Admission can occur without a transferable interest or contribution (§ 17704.01(c)-(d)) |
Transferor ordinarily retains member rights other than transferred distributions and retains all duties. A full transfer permits unanimous expulsion by the other members but does not itself dissociate the transferor (§§ 17705.02(g), 17706.02(d)(2)) |
Company need not recognize transferee rights until notice. An interest may be certificated and transferred through the certificate, subject to the Act and agreement (§ 17705.02(d)-(f)) |
Keep a current internal list of members and transferees with contributions and profit/loss shares. A Statement of Information reports managers or, if none, each member; non-agent changes may be filed currently but are not an immediate transfer filing mandate (§§ 17701.13(d)(1), 17702.09(a)(5), (d)) |
Different rules can govern death or estate distributions, charging-order foreclosure, the 90-day no-member route, entity transactions, professional eligibility, securities, tax, and disputed ownership; those routes are outside this ordinary voluntary-transfer survey (§§ 17704.01(c)(2), (4), 17706.02) |
| Colorado verified 2026-08-12 | Colorado Limited Liability Company Act; ordinary voluntary transfer of a membership interest, not an artist-company transfer, creditor remedy, death transfer, entity transaction, securities offering, or tax transaction (§§ 7-80-101, -102(9)-(11), -702) |
The operating agreement governs members, assignees, transferees, and the company and overrides statutory defaults where permitted. It cannot impose duties on other persons without their consent (§ 7-80-108(1)-(2)) |
A membership interest is personal property and may be assigned or transferred. Before admission, the transferee receives only assigned profits, income compensation, and return of contributions; a full transfer ends the transferor's membership (§§ 7-80-102(10), -702(1)-(2)) |
Before admission: transferred economic rights only; no management or automatic membership right. Section 7-80-408 gives inspection and accounting rights to members, not ordinary nonmember transferees (§§ 7-80-408, -702(1)) |
After formation, an additional member needs all members' consent unless the operating agreement changes the rule. If the LLC has no members, all holders of the last member's transferred interests may unanimously admit one or more members (§§ 7-80-108, -701) |
A partial transfer alone leaves the transferor a member. A full transfer ends membership; if a partial transferee is admitted, the transferor's member rights and powers end for that portion. Admission releases transfer liabilities except contribution and unlawful-distribution liabilities (§ 7-80-702(2)-(3)) |
The LLC Act states no separate company-notice, certificate-delivery, notarization, witness, or public-filing condition for an ordinary transfer. The agreement and transfer instrument should identify the effective event; admission remains separate (§§ 7-80-108, -701 to -702) |
Internal records must keep the current member/manager list, each member's contribution information, and admission date. Articles report management structure, not owner names; a transfer requires amendment only if filed article facts become false or erroneous. Periodic reports list agent and principal-office data (§§ 7-80-204, -209, -408; 7-90-501) |
Death or incapacity, creditor charging orders, no-member continuation, entity transactions, securities, tax, and disputed ownership follow other rules. Effective August 12, 2026, artist companies have a separate Part 12; it does not affect ordinary non-artist LLCs (2026 Colo. Sess. Laws, ch. 297, §§ 7-80-1218, -1222) |
| Connecticut verified 2026-08-12 | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 to 34-283d; ordinary voluntary transfer of a transferable interest, not a charging order, death transfer, entity transaction, professional-eligibility question, securities offering, tax transaction, or disputed-title case (§§ 34-243, 34-243a, 34-259) |
Operating agreement governs company/member obligations to transferees. A violating transfer is ineffective as to a transferee with knowledge or notice of the restriction when transferred (§§ 34-243d-.243f, 34-259a(f)) |
Transferable interest is the distribution right and is personal property. Whole or partial transfer is permitted and does not itself cause dissociation, dissolution, or admission (§§ 34-243a(31)-(33), 34-259, 34-259a(a)-(b)) |
Transferee receives assigned distributions but no management or ordinary information rights before admission. During winding up, transferee gets an account only from dissolution date (§§ 34-255i(g), 34-259a(a)-(c)) |
After formation, admission follows the operating agreement, a qualifying entity transaction, all-member affirmative vote/consent, or the 90-day no-member continuation route. Membership need not include a transferable interest or contribution (§§ 34-255(c)-(d), 34-267(a)(3)) |
Transferor retains member rights other than transferred distributions and retains all duties/obligations. After a full non-security transfer, other members may unanimously expel; dissociation does not release prior liability (§§ 34-259a(g), 34-263a(4)(B), 34-263b) |
LLC need not give effect to transferee rights until it knows or has notice. Transferable interest may be certificated and transferred by certificate; Chapter 613a states no general notarization, witness, or ownership-transfer filing (§ 34-259a(d)-(f)) |
Act grants member access to maintained records but prescribes no universal ownership ledger. Certificate and annual report name at least one member or manager; promptly amend an inaccurate certificate, and file an interim notice or amended report when the reported person changes (§§ 34-247, .247a, .247k, 34-255i) |
Charging orders, death/estate representation, full-transfer expulsion, 90-day no-member continuation, entity transactions, professional eligibility, securities, tax, and disputed ownership follow separate rules (§§ 34-259b-.259c, 34-263a, 34-267) |
| Delaware verified 2026-08-13 | Delaware Limited Liability Company Act, 6 Del. C. ch. 18; ordinary voluntary assignment of a domestic LLC interest, not a charging order, estate succession, merger, conversion, series transaction, professional eligibility, securities, tax, or disputed-title case (§§ 18-101, 18-701 to -705) |
LLC agreement—written, oral, or implied—controls assignment, admission, rights, powers, and certificates and binds assignees without signature. Act states no separate knowledge/notice or universal voidness rule for a transfer restriction (§§ 18-101(9), 18-702, 18-704) |
LLC interest is economic: profits, losses, and distributions. It may be assigned whole or part by default; assignment alone does not admit assignee or transfer member powers. Full assignment ends assignor membership unless agreement changes the rule (§§ 18-101(10), 18-701, 18-702(a)-(b)) |
Assignee receives assigned profits, losses, distributions, and tax-item allocations. No management, member powers, or statutory member-information right before admission unless agreement provides otherwise or all members approve management participation (§§ 18-305(a), 18-702(a)-(b)) |
Assignee becomes member through agreement, default all-member consent, or automatic sole-member full voluntary assignment to one assignee unless agreement specifically displaces that route. Admission carries ascertainable contribution obligations but not assignor's improper-distribution liabilities (§ 18-704) |
Partial assignment leaves membership; full assignment automatically ends membership and member powers unless agreement provides otherwise. Assignor remains liable to LLC under contribution and distribution subchapters despite transfer or admission (§§ 18-702(b)(3), 18-704(c)) |
Act states no universal company-notice, witness, notary, acknowledgment, or public assignment-filing condition. Interest may be certificated, never bearer form, and agreement may regulate certificate transfer; written terms may admit without assignee signature (§§ 18-101(9), 18-702(c)) |
Maintain current member/manager identity and address record plus contribution/admission information available to members. Minimal certificate of formation names no owners or managers; Delaware LLCs pay annual tax rather than file an owner report. Assignment itself creates no public owner-change filing (§§ 18-201(a), 18-305(a), (h), 18-1107) |
Charging order gives distributions only and is exclusive even for one-member LLC; personal representative may exercise estate-settlement rights. Sole-member voluntary full assignment has its own admission route; entity transactions and series remain separate (§§ 18-703 to -705) |
| District of Columbia verified 2026-08-13 | Uniform Limited Liability Company Act of 2010; ordinary domestic LLC transfer (D.C. Code §§ 29-801.01 to -810.01) |
Agreement governs; violating transfer is ineffective against a transferee with notice of the restriction (§§ 29-801.07 to -801.09, 29-805.02(f)) |
Distribution right is personal property and transferable; transfer alone causes no admission, dissociation, or dissolution (§§ 29-801.02(12), 29-805.01 to -805.02) |
Gets assigned distributions and a dissolution-date account; no management or ordinary information rights before admission (§§ 29-804.10(f), 29-805.02(a)-(c)) |
Agreement controls; otherwise all members consent, or an entity-transaction/no-member route applies (§§ 29-804.01(c)-(d), 29-807.01(a)(3)) |
Retains member rights and duties; after a full transfer, the other members may unanimously expel (§§ 29-805.02(g), 29-806.02(4)(B)) |
Company need not recognize transferee rights until notice; interests may be certificated and transferred by certificate (§ 29-805.02(d)-(e)) |
Biennial report lists a governor, >10% owners, and specified control persons; later changes require a statement of correction (§ 29-102.11(a)-(b)) |
Sole-member foreclosure can admit the purchaser; death gives the representative limited transferee/member-information rights. Entity transactions, series, securities, tax, and professional eligibility are separate (§§ 29-805.03(f), -805.04) |
| Florida verified 2026-08-12 | Florida Revised LLC Act, Chapter 605; ordinary voluntary transfer of a transferable interest, not foreclosure, death/incapacity administration, entity transaction, securities, or tax (§§ 605.0501-.0504) |
Operating agreement governs internal affairs and binds a transferee. A restricted transfer is ineffective against a transferee with knowledge or notice of the restriction (§§ 605.0105-.0106, 605.0502(6)) |
Transferable interest is personal property. Transfer is permissible and does not itself cause dissociation, dissolution, or member admission (§§ 605.0501-.0502(1)) |
Transferee receives assigned distributions and a dissolution-date accounting only; no management or ordinary records rights before admission (§ 605.0502(1)-(3)) |
After formation: operating-agreement route, qualifying entity transaction, all-member consent, or statutory no-member continuation route. Admission may occur without a transferable interest or contribution (§ 605.0401(3)-(4)) |
Transferor ordinarily retains member rights other than transferred distributions and all duties. A full transfer permits unanimous expulsion by other members but does not itself dissociate the transferor (§§ 605.0502(7), 605.0602(5)(b)) |
Company need not give effect to transferee rights until knowledge or notice. Interest may be certificated and transferred through the certificate, subject to the Act and agreement (§ 605.0502(4)-(6)) |
Internal statutory list covers members and managers, not transferees. Annual report lists at least one person authorized to manage; Chapter 605 prescribes no immediate public ownership-transfer filing (§§ 605.0410(1)(a), 605.0212(1)(e)) |
Legal-representative, single-member foreclosure, 90-day no-member continuation, entity-transaction, series, securities, tax, professional-eligibility, and disputed-title routes are outside scope (§§ 605.0503-.0504, 605.0701(3)) |
| Georgia verified 2026-08-12 | Georgia Limited Liability Company Act, O.C.G.A. Ch. 14-11; ordinary voluntary assignment of the profit/loss/distribution interest, not death, creditor, entity-transaction, professional, securities, tax, or disputed-title routes (§§ 14-11-101, 14-11-501) |
Articles or written operating agreement may replace Article 5 assignment defaults and set admission conditions; no single statutory notice-to-assignee rule governs every restriction (§§ 14-11-501 to -505) |
LLC interest is personal property and assignable whole or part. Assignment transfers profit/loss and distributions but does not dissolve LLC or confer member rights (§§ 14-11-501 to -502) |
Assignee receives assigned profits, losses, and distributions, with no management/member rights or member-record access before admission; no member liability arises solely from assignment (§§ 14-11-313, 14-11-502) |
Documents control if they provide a route; otherwise all other members consent unanimously, assignee consents, and admission is reflected in LLC records. Admission can occur without contribution or economic interest (§§ 14-11-503, 14-11-505) |
Assignor remains member until all assignees of entire interest are admitted; after full assignment, majority of nonassigning members may remove earlier unless documents change rule. Assignor contribution/distribution liability is not released (§§ 14-11-502(4), (6), 14-11-503(4), 14-11-601.1(b)(2)) |
Articles/agreement may use interest certificates. Article 5 states no universal company-notice trigger for economic assignment; admission timing follows documents or the required record reflection (§§ 14-11-501, 14-11-505) |
Maintain current member/manager list and voting records; admission is reflected in company records. Annual registration reports entity, agent, and principal-office information—not members or assignees (§§ 14-11-313, 14-11-505, 14-11-1103) |
Death/incapacity representative rights, charging orders, pre-1999 dissociation rules, mergers/conversions, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 14-11-504, 14-11-506, 14-11-601) |
| Hawaii verified 2026-08-13 | Hawaii Uniform Limited Liability Company Act; ordinary voluntary transfer of a distributional interest, not charging-order foreclosure, death/incapacity, merger, professional-eligibility issue, securities offering, tax transaction, or disputed-title case (HRS §§ 428-101, 428-501 to -504, 428-601 to -603) |
Agreement may regulate transfer, authorize certificates, and let transferor confer admission; it controls insiders over conflicting articles. Chapter 428 states no separate knowledge/notice or universal voidness rule for a transfer restriction (HRS §§ 428-103(a), 428-203(c), 428-501(c), 428-503(a)) |
Whole or partial distributional interest is transferable personal property. Transfer moves only distributions and does not admit the transferee; transferring all economics ends the transferor's membership (§§ 428-101, 428-501 to -502) |
Before admission, transferee receives distributions, winding-up proceeds, a limited account statement, and possible dissolution standing, but no management, transaction-information, or inspection rights (§ 428-503(d)-(e)) |
Transferee becomes a member to the extent the transferor has operating-agreement authority or all other members consent. Admission carries member rights, restrictions, contribution and unlawful-distribution obligations, subject to unknown-liability and pre-admission company-obligation protections (§ 428-503(a)-(b)) |
Complete transfer automatically ends membership unless for security or under an unforeclosed charging order; substantially all may support unanimous other-member expulsion. Dissociation ends management and future-event duties and triggers at-will or term-company purchase timing (§§ 428-502, 428-601(4), 428-603) |
LLC need not recognize transfer until notice. Agreement may authorize interest certificates and certificate transfer. Act states no universal assignment signature, witness, notarization, or filing formality (§§ 428-501(c), 428-503(f)) |
Member/manager access applies to company records, but no mandatory ownership ledger is stated. Articles and annual reports publicly list all members in a member-managed LLC or all managers plus member count in a manager-managed LLC; role changes therefore require current public reporting (§§ 428-203(a), 428-210(a), 428-408) |
Foreclosure purchaser gets transferee rights only; death, incapacity, bankruptcy, entity termination, and dissolution use separate rules. Complete-transfer dissociation can trigger statutory buyout treatment (§§ 428-504, 428-601, 428-603) |
| Idaho verified 2026-08-13 | Idaho Uniform Limited Liability Company Act; ordinary voluntary transfer of a transferable interest, not professional-owner eligibility, sole-member charging-order foreclosure, estate succession, entity transaction, securities offering, tax transaction, or disputed-title case (Idaho Code §§ 30-25-101, -102, -104, -501 to -504) |
Agreement governs internal relations and transferee obligations; Chapter 25 supplies silent-term defaults. A violating transfer is ineffective against a person who knew or had notice of the restriction when transfer occurred (§§ 30-25-105(a)-(b), -107(b), -502(f)) |
Whole or partial transfer of the personal-property distribution right is permissible for an ordinary LLC and does not itself cause dissociation, dissolution, or admission (§§ 30-25-102(a)(11)-(12), -501, -502(a)-(b)) |
Transferee receives transferred distributions and a winding-up account from dissolution forward, but no management or ordinary information rights before admission; § 30-25-410 rights do not extend to a transferee (§§ 30-25-410(g), -502(a)-(c)) |
Postformation admission follows the operating agreement, a covered Chapter 22 transaction, every member's affirmative vote or consent, or the memberless-company route based on majority distribution rights. No transferable interest or contribution is required (§§ 30-25-106(b), -401(c)-(d), -701(a)(3)) |
Transferor keeps member rights other than transferred economics and retains all duties and obligations. After a full nonsecurity transfer, all other members may expel the transferor; dissociation ends management and prospective duties but not prior liabilities (§§ 30-25-502(g), -602(5)(B), -603) |
LLC need not recognize transferee rights until it knows or has notice. Interest may be certificated and transferred by certificate. Act states no universal writing, witness, notarization, or filing condition for an ordinary transfer (§ 30-25-502(d)-(f)) |
Act states no transfer-specific ownership-ledger mandate. Certificate and annual report list at least one governor, not every member or ownership share; admission may therefore affect a public governor listing, but transfer alone does not create an immediate owner filing (§§ 30-25-201(b), 30-21-213(a)-(b), 30-25-410) |
Professional interests may transfer only to an eligible professional owner. Sole-member charging-order foreclosure transfers the entire interest and admits the buyer; ordinary foreclosure does not. Death and entity transactions use separate routes (§§ 30-21-901(g), (i), 30-25-503(c), (f), -504) |
| Illinois verified 2026-08-12 | Illinois LLC Act, 805 ILCS 180; ordinary voluntary transfer of a distributional interest, not death/legal-disability representation, Article 37 transaction, creditor remedy, securities, or tax (§§ 10-1, 30-1 to 30-10) |
Agreement may restrict distributional transfer and may authorize transferor to grant admission; other member rights transfer only under agreement authority or all-other-member consent (§§ 15-5, 30-1(d), 30-10(a)) |
Distributional interest is personal property transferable whole or part. Transfer does not dissolve LLC or confer member rights (§§ 30-1(b), 30-5) |
Nonmember transferee receives assigned distributions and winding-up amounts, no management or general information, but has a written proper-purpose inspection route under § 1-40(c)-(d) (§ 30-10(d)-(e)) |
Operating-agreement admission power or consent of all other members; general postformation routes also include agreement, Article 37 transaction, unanimous members, and 180-day no-member continuation (§§ 10-1(a), 30-10(a)) |
Transferor is not released from liability to LLC whether or not transferee becomes member. Act does not make ordinary full economic transfer an automatic dissociation event (§ 30-10(c)) |
Company need not give effect until notice. Agreement may provide for certificates and their transfer (§§ 30-1(c), 30-10(f)) |
Maintain current member list with contributions and admission dates. Annual report names managers and members with manager authority; ordinary economic transfer is not an immediate ownership filing (§ 1-40(a)(1); § 50-1(a)(4)) |
Death/legal-disability records rights, charging orders, 180-day no-member continuation, Article 37 transactions, series, professional, securities, tax, and disputed-title routes are outside scope (§§ 1-40(b), 10-1(a)(2)(B)-(D)) |
| Indiana verified 2026-08-13 | Indiana Business Flexibility Act; post-June-30-1999 voluntary assignment under IC 23-18-6-3.1/-4.1, not the legacy pre-July-1999, death, creditor, entity-transaction, professional, securities, tax, or disputed-title routes |
Written operating agreement may set assignment rights, admission circumstances, certificate procedures, and different transfer/status rules. Statute gives no separate notice/legend rule for restriction enforceability (§§ 23-18-4-5, 23-18-6-3.1 to -4.1) |
'Interest' is economic rights in profits/losses and distributions. Default assignment moves only assigned distributions and does not dissolve LLC or confer management or membership (§§ 23-18-1-10, 23-18-6-3.1(b)) |
Assignee gets assigned distributions but no management/member rights or statutory member inspection right before admission. Written amendments must still be delivered to unadmitted assignees (§§ 23-18-4-6(d), -8, 23-18-6-3.1(b)) |
Multi-member LLC: unanimous consent of other members unless written agreement provides otherwise. Sole member: agreement route or narrow automatic voluntary full-assignment route; default consent is dated signed writing (§ 23-18-6-4.1(b)) |
Full assignment ends membership by default; majority-in-interest removal is also stated after full assignment. Assignment alone does not release member liability; unpaid-contribution/wrongful-distribution liability survives (§§ 23-18-6-3.1(b)(5), -4.1(g)-(h), -5(a)) |
Admission effective at later of organization or agreement time; if no time, when reflected in LLC records. Agreement may create certificate transfer procedures; no general witness/notary/public-filing formality (§§ 23-18-4-5(7), 23-18-6-1(b)) |
Keep member/manager list and written agreements/amendments; update admission in LLC records. Ordinary biennial report does not list LLC members/managers; no immediate ownership-transfer filing, except separate health-care-entity ownership reporting (§§ 23-18-4-8, 23-0.5-2-13 to -14) |
Pre-July-1999 LLCs use §§ 23-18-6-3/-4. Death/TOD/joint tenancy, security interests, charging orders, sole-member succession, professional eligibility, health-care reporting, entity transactions, securities, tax, and disputes follow separate rules |
| Iowa verified 2026-08-12 | Iowa Uniform Limited Liability Company Act, Iowa Code ch. 489; ordinary voluntary transfer of a transferable interest, not a charging order, death transfer, entity transaction, professional/series eligibility, securities offering, tax transaction, or disputed-title case (§§ 489.101-.102, .501-.504) |
Agreement governs company/member obligations to transferees. A violating transfer is ineffective if the intended transferee had knowledge or notice of the restriction at transfer (§§ 489.105, .107, .502(6)) |
Transferable interest is the distribution right and personal property. Whole or partial transfer is permitted and does not itself cause dissociation, dissolution, or admission (§§ 489.102(29)-(31), .501-.502) |
Transferee receives assigned distributions but no management or ordinary information rights. During winding up, transferee gets an account only from dissolution date (§§ 489.410(7), .502(1)-(3)) |
Postformation admission follows agreement, qualifying entity transaction, all-member affirmative vote/consent, or 90-day no-member continuation. Membership need not include a transferable interest or contribution (§§ 489.401(3)-(4), .701(1)(c)) |
Transferor retains member rights other than transferred distributions and all duties/obligations. After full non-security transfer, all other members may expel; dissociation does not discharge prior liability (§§ 489.502(7), .602(5)(b), .603) |
LLC need not recognize transferee rights until knowledge or notice. Interest may be certificated and transferred by certificate; Chapter 489 states no general witness, notarization, or ownership-transfer filing (§ 489.502(4)-(6)) |
Information rights belong to members, managers, and qualifying dissociated members, not ordinary transferees. Certificate and biennial report list no owners or managers, so ordinary transfer/admission does not itself trigger a public ownership update; amend only if an actual filed fact changes (§§ 489.201-.202, .212, .410) |
Charging orders, sole-member foreclosure, death representation, full-transfer expulsion, no-member continuation, entity transactions, professional/series eligibility, securities, tax, and disputed ownership follow separate rules (§§ 489.503-.504, .602, .701) |
| Kansas verified 2026-08-12 | Kansas Revised Limited Liability Company Act; ordinary voluntary transfer of an interest, not a charging order, estate succession, merger, division, securities offering, tax transaction, professional-eligibility issue, or disputed-title case (K.S.A. §§ 17-7662, -7663, 17-76,112 to -115) |
Operating agreement binds members, managers, and assignees even without signature; it may restrict or prohibit assignment and set admission conditions. Transfer sections state no separate assignee-notice or voidness rule (§§ 17-7663(m), 17-76,112(a), -114(a)) |
Interest means profits, losses, and distributions; whole or partial assignment is allowed unless restricted and moves only assigned economics, not membership or member powers (§§ 17-7663(i), 17-76,112(a)-(b)) |
Assignee receives assigned profits, losses, distributions, and tax allocations but no member rights or powers before admission; statutory information rights belong to members and managers (§§ 17-7690, 17-76,112(a)-(b)) |
Assignee becomes member as the agreement provides, by vote/consent/approval of all members, or by a voluntary sole-member assignment of every interest to one assignee; agreement conditions can admit without assignee signature (§§ 17-7663(m), 17-7686(b), 17-76,114(a)) |
Partial assignment leaves membership; unless agreement provides otherwise, assigning all interest automatically ends membership and member powers, while a pledge or security interest does not. Assignor remains liable to LLC under §§ 17-7699 to 17-76,110 (§§ 17-76,112(b)(3), -114(c)) |
No general company-notice, notarization, or assignment-filing trigger is stated. Interest may be certificated under agreement terms but never in bearer form; admission occurs upon the applicable agreement, unanimous-approval, or sole-member-transfer route (§§ 17-7663(m), 17-76,112(c), -114(a)) |
LLC must maintain a current member/manager address record. No immediate transfer filing is stated; the biennial report lists members owning at least 5% of capital as of filing, so the next report must reflect any qualifying admitted member (§§ 17-7690(h), 17-76,139(a)-(c)) |
Charging orders give only distribution rights; death or incompetency gives a personal representative estate-administration powers; foreclosure is excluded from the voluntary sole-member route, and mergers/divisions use separate admission rules (§§ 17-7686(b), 17-76,113 to -115) |
| Kentucky verified 2026-08-12 | Kentucky Limited Liability Company Act, KRS ch. 275; ordinary voluntary assignment of an LLC interest, not a merger, charging order, death transfer, professional-eligibility question, securities offering, tax transaction, or disputed-title case (KRS §§ 275.015, .255-.280) |
Written operating agreement controls assignment, admission, certificate, and removal defaults. Assignment/pledge limitations adopted under § 275.255 are enforced notwithstanding the UCC provisions identified in subsection (4); the Act states no separate protected-transferee notice rule (§ 275.255) |
Whole or partial assignment transfers only the assigned distributions; it causes neither dissolution nor member status, management, or other member rights (§ 275.255(1)) |
Nonmember assignee receives assigned distributions but no management, member powers, inspection, accounting, or member-information rights; § 275.185 grants those rights to members and specified representatives, not assignees (§§ 275.185, .255(1)) |
Default transfer admission requires majority-in-interest consent; assignor does not vote. Consent follows the written agreement or, absent a method, dated signed writings. Direct company issuance uses the agreement or all-member written consent (§§ 275.265(1), .275(1)) |
Assignor remains a member until admission and is not released solely by assignment. Full-transfer seller ceases when buyer is admitted, may be removed by written majority-in-interest consent of nonassigning members, and is removed automatically at assignment if no other member remains (§§ 275.255(1), .265(3)-(4), .280(1)(c)) |
Admission takes effect at the later of formation, the agreement's stated time, or—if none—the time admission is reflected in LLC records. Written agreement may authorize interest certificates; no general notarization, witness, or state transfer filing is prescribed (§§ 275.255(2), .275(2)) |
Maintain current and past member/manager lists and contribution records; record the admitted member. Annual report names managers only for manager-managed LLCs, not owners generally. Articles state management type and change only if a filed required provision changes (§§ 275.025, .030, .185; 14A.6-010) |
Different rules govern charging-order foreclosure, dissociation, death/incapacity, direct company issuance, mergers, conversions, professional eligibility, securities, and tax; those are outside this ordinary voluntary-assignment comparison (§§ 275.260, .275-.280) |
| Louisiana verified 2026-08-12 | Louisiana Limited Liability Company Law; ordinary voluntary assignment of a membership interest, not a merger, charging order, death transfer, professional-eligibility question, securities offering, tax transaction, or disputed-title case (La. R.S. §§ 12:1301, 12:1329-1333) |
Articles or an operating agreement may change assignment defaults; articles or a written operating agreement may change the unanimous-written-consent admission default. The Act states no general voidness, certificate-legend, or protected-transferee rule for a restriction (§§ 12:1330(A), 12:1332(A)) |
Membership interest includes economic and governance rights and is an incorporeal movable, but assignment alone transfers only the assigned distributions, profits/losses, and tax-item allocations—not member status or powers (§§ 12:1301(14), 12:1329, 12:1330(A)) |
Before admission, assignee receives only assigned economic allocations/distributions, cannot exercise member rights or powers, and has no statutory member inspection/accounting rights; the LLC may treat only its registered member as entitled to member privileges (§§ 12:1319(B), (D), 12:1330(A)) |
Unless articles or a written operating agreement provide otherwise, the other members must unanimously consent in writing. Admitted assignee receives member rights to the extent assigned and takes known contribution and wrongful-distribution obligations (§ 12:1332(A)-(B)) |
Assignor remains a member until the assignee becomes one and remains liable for the assignor's own contribution and wrongful-distribution obligations whether or not admission occurs (§ 12:1332(A)(2), (C)) |
The Act makes company-record registration—not outside actual or constructive notice—the default recognition rule for member privileges. Part VI states no general certificate, notarization, witness, or Secretary of State filing step for an ordinary assignment (§ 12:1319(D); §§ 12:1329-1333) |
Maintain a current internal member/manager list and register the admitted member. A member-managed LLC's next annual report lists each member; a manager-managed LLC lists managers. Amend articles only if an actual filed statement changes (§§ 12:1308.1, 12:1309, 12:1319(A), (D)) |
Different rules govern death or incompetence, judgment-creditor charging orders, contributions and unlawful distributions, mergers, dissolution, professional eligibility, securities, and tax; those are outside the ordinary voluntary-assignment comparison (§§ 12:1322, 12:1327-1333, 12:1358-1360) |
| Maine verified 2026-08-13 | Maine Limited Liability Company Act; ordinary voluntary transfer of a domestic LLC's transferable interest, not a charging order, estate succession, merger/conversion, professional-eligibility issue, securities offering, tax transaction, or disputed-title case (31 M.R.S. §§ 1501-1502, 1506, 1571-1574) |
LLC agreement governs member/company relations and transferee obligations; it may be written, oral, or implied, and Maine favors enforceability. Act states no separate transferee-knowledge, certificate-legend, or universal voidness rule for a restriction (31 M.R.S. §§ 1502(15), 1507, 1521-1524) |
Only the distribution right is transferable personal property. Whole or partial transfer is permissible and alone causes neither admission, dissociation, nor dissolution; seller retains other member rights and duties (31 M.R.S. §§ 1502(29), 1571-1572) |
Before admission, transferee receives transferred distributions and a dissolution-date accounting, but no management or ordinary records rights; § 1558 expressly excludes transferees from member inspection rights (31 M.R.S. §§ 1558(5), 1572(1)-(2), (7)) |
Postformation admission follows the agreement, a covered entity transaction, all-member consent, or the 90-day memberless-company route. Admitted transferee takes known contribution/improper-distribution obligations when voluntarily accepting admission (31 M.R.S. §§ 1551(2)-(3), 1572(6)) |
Transfer alone leaves seller a member with retained duties. Entire-remaining-interest transfer dissociates seller only after buyer becomes a member and transfer completes; all other members may instead expel a seller who transferred all economics. Dissociation gives no automatic payout or liability release (31 M.R.S. §§ 1572(5), 1582(4)(B), (11), 1583) |
LLC need not recognize transferee rights until written notice. Transferable interests may be certificated but not in bearer form; agreement may govern certificate transfer. Act states no universal assignment witness, acknowledgment, notarization, or Secretary-of-State filing condition (31 M.R.S. § 1572(3)-(4)) |
Act grants members record-access rights but prescribes no transfer-specific public filing. Certificate need not name owners; annual report lists only at least one member, manager, or authorized person, and an amended annual report is optional when filed information changes (31 M.R.S. §§ 1531, 1558, 1665-1666) |
Charging-order lien cannot be foreclosed and leaves debtor's status intact; deceased member's representative gets estate-settlement inspection rights. Memberless continuation, entity transactions, and organization/estate dissociation routes remain separate (31 M.R.S. §§ 1551(2)(B), (D), 1573-1574, 1582) |
| Maryland verified 2026-08-12 | Maryland Limited Liability Company Act, Corps. & Ass'ns Title 4A; ordinary voluntary assignment of a domestic LLC economic interest, not creditor, death/estate, entity-transaction, professional, series, securities, tax, or disputed-title route (§§ 4A-101, 4A-603-.604) |
Articles, operating agreement, or unanimous required consent may change defaults. Agreement may regulate assignment, admission, certificates, and outsider rights, and binds assignees without execution (§§ 4A-101(x), 4A-402(a), (d)(5)) |
Only economic interest—profits, losses, and distributions—is assignable by default, wholly or partly. Assignment does not dissolve LLC, admit assignee, or transfer assignor's noneconomic rights (§§ 4A-101(i), (o)-(p), 4A-603(a)-(b)) |
Assignee receives assigned economics but no membership, voting, management, agency, or statutory member-inspection rights before admission; written agreement amendments must be delivered to unadmitted assignees (§§ 4A-101(p), 4A-402(c)(4), 4A-406, 4A-603(b)) |
Assignee becomes member under operating-agreement terms, unanimous member consent, or no-remaining-member continuation. Admitted assignee takes member restrictions/liabilities and assignor's contribution obligations (§§ 4A-604, 4A-902(b)) |
Full economic-interest assignment ends membership and forfeits noneconomic interest unless otherwise agreed. Admission does not release assignor's § 4A-502 contribution/return liability (§§ 4A-603(c)-(d), 4A-606(10)) |
Agreement may create non-bearer certificates and transfer procedures. Ordinary Act provisions impose no separate statutory company-notice, witness, notarization, or public-filing effective-time step for assignment/admission (§§ 4A-402(a)(5), 4A-603-.604) |
Keep current member list available for member inspection and deliver written agreement amendments to unadmitted assignees. Articles do not list owners; no automatic ownership-transfer filing, but amend articles if an elective articles provision changes (§§ 4A-204, 4A-402(c)(4), 4A-406(a)(3)) |
No-member continuation, death/incapacity, bankruptcy, voluntary withdrawal, security interests, mergers, professional eligibility, securities, tax, and disputes use separate rules; a pledge does not end membership or noneconomic rights (§§ 4A-603(e), 4A-605-.606, 4A-902(b)) |
| Massachusetts verified 2026-08-12 | Massachusetts Limited Liability Company Act; ordinary voluntary assignment of an LLC interest, not merger, death/incapacity succession, creditor remedy, securities, tax, or professional eligibility (G.L. c. 156C, §§ 1-2, 39-42) |
Interest is assignable in whole or part except as the operating agreement provides; the Act states no separate notice-based or voidness rule for an agreement restriction (§ 39(a)) |
Assignment moves assigned profits, losses, distributions, and tax-item allocations; it does not itself confer management or member status (§§ 2(6), 39(a)-(b)) |
Before admission, assignee has assigned economics but no management right; statutory inspection and information rights belong to members/managers (§§ 9-10, 39) |
Assignee becomes a member through written-agreement procedure or approval of all members other than assignor; admission carries ascertainable contribution obligations and other member restrictions/liabilities (§§ 20(b)(2), 41) |
Unless agreement changes the result, assigning the entire interest ends membership and member powers; pledge/security interest does not. Assignor remains liable under specified company-liability sections (§§ 39(b), 41(c)) |
No separate statutory company-notice, witness, notary, or filing trigger; agreement may provide for interest certificates, and admission follows approval or its written procedure (§§ 39(c), 41(a)) |
Keep current member/manager list and contribution records. Certificate and annual report identify managers/signatories, not ordinary ownership; promptly amend material falsity and manager/signatory changes (§§ 9, 12-13) |
Charging-order creditor gets only assignee rights; death, incompetence, and entity termination use legal-representative routes. Those events, mergers, securities, tax, professional eligibility, and disputed ownership are outside this ordinary-transfer survey (§§ 40, 42) |
| Michigan verified 2026-08-12 | Michigan Limited Liability Company Act, MCL 450.4101-.4515; ordinary voluntary assignment of a domestic LLC membership interest, not creditor, entity-transaction, professional, securities, tax, or disputed-title routes (§§ 450.4101-.4102) |
Written operating agreement includes relevant articles provisions and may change assignability, full-transfer member cessation, and admission defaults. Act states no universal notice-based voidness rule for a restricted assignment (§§ 450.4102(2)(r), 450.4505-.4506) |
Membership interest is personal property and assignable whole or part unless agreement changes the rule. Assignment gives only assigned distributions and does not itself confer member rights (§§ 450.4504-.4505) |
Before admission, assignee receives assigned distributions only—no management, voting, member, inspection, accounting, or information rights (§§ 450.4503, 450.4505(2)) |
Multi-member LLC: unanimous vote of members entitled to vote unless agreement changes it. Single-member LLC: terms of member-assignee agreement. Admitted assignee assumes recorded or known contribution and distribution-return obligations (§ 450.4506) |
Partial assignment does not itself end membership. Full assignment ends membership unless agreement changes that result, but does not release contribution or unlawful-distribution liability (§§ 450.4505(4), 450.4302, 450.4308) |
Act states no universal company-notice, certificate-delivery, notarization, filing, or effective-time condition for an ordinary assignment; agreement and transaction documents supply mechanics (§§ 450.4504-.4506) |
Keep current member/manager list and records showing members' distribution and voting shares. Articles and annual statement do not require owner disclosure, so ordinary assignment alone triggers no ownership filing (§§ 450.4203, 450.4207, 450.4213) |
Security pledge does not end membership unless agreement changes the rule. Charging orders, merger/conversion admission, learned-profession eligibility, securities, tax, and estate routes are outside scope (§§ 450.4201, 450.4501(2)(c), 450.4508) |
| Minnesota verified 2026-08-13 | Minnesota Revised Uniform Limited Liability Company Act, chapter 322C; ordinary voluntary transfer of a 'transferable interest,' not an entity transaction, creditor foreclosure, death transfer, securities offering, or tax transaction (§§ 322C.0102, .0502) |
The operating agreement governs company/member relations and may set admission and transfer terms. A restricted transfer is ineffective against a transferee who had notice; later agreement amendments govern obligations to transferees (§§ 322C.0110-.0112, .0502, subd. 6) |
The transferable interest is the distribution right. Transfer is permissible and does not by itself cause dissociation, dissolution, or admission (§§ 322C.0102, subds. 27-29; .0502, subds. 1-2) |
Transferee receives assigned distributions and a dissolution-date accounting, but no management or ordinary records right. Section 322C.0410 expressly excludes transferees from member information rights (§§ 322C.0410, subd. 6; .0502, subds. 1-3) |
After formation: operating-agreement route, qualifying entity transaction, all-member consent, or a 90-day no-member designation-and-consent route. Admission needs neither a transferable interest nor a contribution (§ 322C.0401, subds. 4-5) |
Transferor retains member rights other than transferred distributions and retains all duties. A full transfer permits unanimous expulsion by the other members but does not itself dissociate the transferor (§§ 322C.0502, subd. 7; .0602(4)(ii)) |
Company need not recognize transferee rights until notice. A transferable interest may be certificated and transferred by transferring the certificate, subject to the Act and operating agreement (§ 322C.0502, subds. 4-6) |
Articles list the office, optional process agent, and organizers—not owners. Known inaccurate article information must be corrected promptly; the annual renewal contains general business-contact items, not a transfer schedule (§§ 322C.0201-.0202, .0208) |
Different rules govern death, incapacity, charging-order foreclosure, the 90-day no-member route, entity transactions, nonprofit LLCs, securities, tax, and disputed ownership; those are outside this ordinary voluntary-transfer comparison (§§ 322C.0503, .0602, .0701) |
| Mississippi verified 2026-08-12 | Revised Mississippi Limited Liability Company Act; ordinary voluntary assignment of a financial interest, not a charging order, death succession, merger, professional-LLC eligibility, securities offering, tax transaction, or disputed-title case (Miss. Code §§ 79-29-101, -105, -701 to -711) |
Certificate or operating agreement may restrict assignment and prescribe governance/admission procedure; UCC anti-assignment overrides do not defeat an operating-agreement restriction. No separate assignee knowledge/notice safe harbor is stated (§§ 79-29-123, -703, -711) |
Financial interest covers profits, losses, distributions, allocations, appraisal, and designated financial rights; whole or partial assignment is allowed and moves only assigned economics (§§ 79-29-105(h), -701 to -703) |
Assignee receives assigned profits, losses, distributions, and tax allocations but no member management, governance, or statutory member-information rights before admission (§§ 79-29-105(h), (k), -315, -703) |
Assignee becomes member as certificate/agreement provides, with consent of all other members, or automatically in a simultaneous sole-member full-interest transfer if assignee agrees. Admission date follows company records or written agreement/default compliance date (§§ 79-29-301, -707) |
Partial assignment leaves membership. Assignment of all financial interest automatically ends membership, governance, and member powers, except a security interest does not; assignor remains liable to the LLC for contribution/distribution obligations (§§ 79-29-703(2)(c), -707(3)) |
No general company-notice or notarization rule is stated. Interest may be certificated under agreement terms but not in bearer form; admission timing follows § 79-29-301 (§§ 79-29-301, -703(3)) |
Keep current member/manager and contribution records. Annual report lists all managers if manager-managed or at least one member if member-managed, so assignment alone has no immediate filing; report information must be current when executed (§§ 79-29-115, -215, -315) |
Charging orders, death/incompetency representation, 180-day no-member continuation, merger, professional LLCs, securities, tax, and disputed ownership follow separate rules (§§ 79-29-705, -709, -801) |
| Missouri verified 2026-08-12 | Missouri LLC Act, Chapter 347; ordinary voluntary assignment of a domestic LLC member's profits, losses, and distribution rights, not a creditor, estate, entity-transaction, series, securities, tax, professional, or disputed-title route (§§ 347.010-.015) |
Operating agreement may restrict transfer and set admission conditions; Missouri directs maximum effect to freedom of contract. No separate statutory third-party notice/voidness rule appears in the ordinary assignment sections (§§ 347.081(1)(6), (2), 347.113(2), 347.115(1)) |
Member's interest is profits, losses, and distributions and may be assigned wholly or partly unless the operating agreement says otherwise. Assignment alone does not admit the assignee or convey management/member rights (§§ 347.015(12), 347.115(1)) |
Before admission, assignee receives only assigned profits and distributions, including return of contributions; no management/member rights. Statutory inspection, business-information, and accounting rights belong to members (§§ 347.091(2), 347.115(1)) |
Assignee must sign or otherwise become party to operating agreement and satisfy its conditions; if agreement is silent, written consent of all members. Agreement may authorize assignor to grant admission power subject to its conditions (§ 347.113(2)) |
Assignment of entire interest ordinarily ends membership unless operating agreement or specific contemporaneous written consent of all members provides otherwise. Assignor retains specified contribution/wrongful-distribution liability absent all members' written consent (§§ 347.115(3), 347.121(2)-(3), 347.123(2)) |
Admission is completed through operating-agreement joinder and applicable conditions or consent; Chapter 347 prescribes no separate witness, notarization, interest-certificate, or company-notice formality for the ordinary assignment (§§ 347.113(2), 347.115) |
Keep current/past member lists, written agreements/amendments, contribution records, and written admission consents. Articles state management structure, not ownership; no automatic transfer filing, but amend within 60 days if the management structure itself changes (§§ 347.039, 347.041(2), 347.091(1)) |
Different rules govern death/incompetence, charging orders, mergers/consolidations, series, securities status, tax classification, regulated ownership, and disputes; pledges/security interests do not end membership by default (§§ 347.115(1), 347.117-.119, 347.127-.135, 347.185-.187) |
| Montana verified 2026-08-13 | Montana Limited Liability Company Act; ordinary voluntary transfer of a domestic LLC distributional interest, not LLC-property conveyance, charging-order foreclosure, estate succession, entity transaction, professional eligibility, securities, tax, or disputed title (MCA §§ 35-8-101, -102, -701, -703, -705, -707) |
Agreement generally may be unwritten, but varying § 35-8-707 admission requires writing; written authority may let transferor confer admission. Agreement controls members/transferee over inconsistent articles. Act states no separate restriction-knowledge, legend, or universal voidness rule (MCA §§ 35-8-109, -202(3), -703, -707) |
Distributional interest is personal property transferable whole or partial; assignment alone conveys only distributions, not membership or member rights. Transfer of the entire distributional interest separately causes automatic dissociation (MCA §§ 35-8-703, -707(1), -803(1)(c)) |
Before admission, transferee gets transferred distributions, winding-up proceeds, latest-agreed-account statement, and dissolution standing, but no management, transaction-information, or records rights (MCA § 35-8-707(1), (5)-(6)) |
Transferee becomes a member to the transferred extent through transferor authority written in the operating agreement or all other members' consent. Admitted transferee takes known contribution and unlawful-distribution liabilities; transferor remains liable (MCA §§ 35-8-109(3)(c), -502, -605, -707(2)-(4)) |
Any transfer of the entire distributional interest automatically dissociates seller; substantially-all transfer also supports unanimous other-member expulsion. Dissociation ends management and later-event duties and triggers at-will immediate or term-end statutory purchase timing (MCA §§ 35-8-803(1)(c), (e)(ii), -805, -808) |
LLC need not recognize transfer until notice. Operating agreement may authorize interest certificates. Act states no universal assignment signature, witness, acknowledgment, notarization, or assignment filing, but full-transfer dissociation separately requires a filed statement (MCA §§ 35-8-703(3), -707(7), -812) |
LLC keeps current/past member and manager lists. Member-managed annual report publicly lists all members; manager-managed report lists all managers. Full-transfer dissociation requires statement filing; other articles or report updates depend on which listed roles changed (MCA §§ 35-8-202, -208, -405, -812) |
Charging-order foreclosure purchaser gets transferee rights only. Death, incapacity, entity termination, trust/estate distribution, series, professional LLC, merger/conversion, and winding-up routes have separate consequences (MCA §§ 35-8-705, -803, -1201 et seq., -1301 et seq.) |
| Nebraska verified 2026-08-13 | Nebraska Uniform Limited Liability Company Act; ordinary voluntary transfer of a transferable interest, not a charging-order foreclosure, estate succession, merger/conversion, professional-eligibility issue, securities offering, tax transaction, or disputed-title case (Neb. Rev. Stat. §§ 21-101, 21-102, 21-106, 21-140 to -146) |
Act supplies defaults where the operating agreement is silent and governs company/member obligations to transferees. A violating transfer is ineffective against a person who had notice of the restriction when transfer occurred (§§ 21-110(a), 21-112(b), 21-141(f)) |
Whole or partial transfer of the distribution right is permissible and does not itself cause dissociation, dissolution, or admission; the interest is personal property (§§ 21-102(23)-(25), 21-140, 21-141(a)-(b)) |
Transferee receives transferred distributions and a winding-up account from dissolution forward, but no management or ordinary information rights before admission; § 21-139 information rights do not extend to a transferee (§§ 21-139(f), 21-141(a)-(c)) |
Postformation admission occurs as the operating agreement provides, through a covered entity transaction, with all members' consent, or through a 90-day memberless-company designation and consent route. No contribution or transferable interest is required (§§ 21-111(b), 21-130(c)-(d)) |
Transferor keeps member rights other than transferred distributions and retains all member duties and obligations. After a full nonsecurity transfer, the other members may unanimously expel the transferor; dissociation ends management and prospective member duties but not prior liabilities (§§ 21-141(g), 21-145(4)(B), 21-146) |
LLC need not recognize transferee rights until it has notice. Interest may be certificated and transferred by certificate. Act states no universal writing, witness, notarization, or filing condition for the transfer (§ 21-141(d)-(f)) |
Act states no transfer-specific ownership-ledger mandate. Certificate of organization and biennial report omit members and ownership; a transfer alone therefore changes no required public owner field (§§ 21-117(b), 21-125(a), 21-139) |
Foreclosure purchaser receives only the transferable interest; deceased member's representative gets specified transferee and information rights. Memberless continuation, mergers/conversions, and professional-service registration use separate routes (§§ 21-130(c)(2), (4), 21-142(c), 21-143, 21-117(a)) |
| Nevada verified 2026-08-12 | Nevada Revised Statutes ch. 86; ordinary voluntary transfer of a member's economic interest, not a charging order, death succession, entity transaction, series/restricted-LLC issue, securities offering, tax transaction, or disputed-title case (NRS 86.055, 86.081-.101, 86.351) |
Articles or operating agreement may prohibit or regulate transfer and may replace the statutory approval rule. Section 86.351 states no separate knowledge/notice safe harbor for a violating transferee (NRS 86.101, 86.351) |
Member's interest is personal-property economic rights in profits, losses, and asset distributions. Assignment alone gives economics, not management or member status (NRS 86.091, 86.351) |
Before admission, transferee gets seller's profits/income and return of contributions, cash-only distributions by default, and creditor remedies when a distribution is due; no management or statutory member inspection rights (NRS 86.241, 86.301, 86.346, 86.351) |
Unless governing documents differ, majority in interest of the other members approves the transfer and buyer becomes a substituted member; 'in interest' follows adjusted capital contributions. Admission time follows the agreement or company records (NRS 86.055, 86.326(2)(b), 86.351) |
Unapproved assignment does not make the transferee a member, and Chapter 86 does not state that transfer alone releases the seller. On approved substitution, buyer takes seller's restrictions/liabilities and seller remains liable to the company (NRS 86.351(2), 86.491(4)) |
Admission is effective at the agreement-specified time or, absent an agreement rule, when reflected in company records. Chapter 86 states no general company-notice, certificate-transfer, witness, notarization, or ownership-filing formality for the assignment (NRS 86.326(2)(b), 86.351) |
Keep the internal member/manager list and contribution/admission records current. Annual public list names managers or, if none, managing members—not passive economic transferees; a transfer alone creates no immediate ownership filing (NRS 86.161, 86.241, 86.263) |
Charging orders, death/sole-member succession, 180-day no-member continuation, mergers/conversions/exchanges, series and restricted LLCs, securities, tax, and disputed ownership follow separate rules (NRS 86.326, 86.401, 86.491) |
| New Hampshire verified 2026-08-13 | New Hampshire Revised Limited Liability Company Act; ordinary voluntary transfer of the economic LLC interest or other membership rights, not a charging-order execution sale, estate succession, merger, professional-eligibility issue, securities offering, tax transaction, or disputed-title case (RSA 304-C:1, :16, :98 to :105-a, :120 to :126) |
Agreement may restrict economic transfers, regulate membership-right transfers, and state signed or unsigned admission conditions; transferees are bound even without signing. Act states no separate knowledge/notice or universal voidness rule for a restriction (RSA 304-C:40-:46, :121-:124) |
Economic LLC interest may transfer or be pledged whole or partial without another member vote by default; transferee receives allocations/distributions, not management or other member powers. Management-right transfer instead defaults to unanimous other-member approval (RSA 304-C:121-:123) |
Before admission, transferee receives transferred allocations/distributions and no member management or ordinary information rights. A dissociated owner retaining economics gets limited allocation/distribution information; ordinary member records rights belong to members/managers (§§ 304-C:55, :99, :123) |
Admission follows written agreement/writing conditions, including unsigned compliance, or defaults to unanimous vote of all members other than transferor. Admitted transferee takes transferred rights and specified contribution liabilities but not unknown/unascertainable obligations or transferor's unlawful-distribution return liability (§§ 304-C:46, :124-:125) |
Economic transfer alone is not a listed dissociation event; transferor remains a member unless agreement, withdrawal, removal, or another statutory event ends membership. Transferor retains pretransfer liabilities; dissociation ends non-economic membership rights and ordinarily later duties/liabilities (§§ 304-C:98-:105, :125(III)) |
Act states no universal company-notice, certificate, assignment-filing, witness, notarization, or acknowledgment condition. Written admission/transfer terms may require signature or permit unsigned compliance; agreement itself may be oral or implied (§§ 304-C:40-:46, :123-:124) |
LLC member records include names/addresses, contribution value, admission dates, and written agreements. Certificate names no owners; annual report lists managers or at least one member if none. No immediate ownership-transfer filing, but management-form or listed-role changes may affect filings (§§ 304-C:31, :55, :194) |
Single-member execution sale transfers all membership rights, admits purchaser, and ends debtor membership; multi-member charging order does not. Last-member, death/estate, professional LLC, entity-transaction, and charging-order routes are separate (§§ 304-C:126, :151-:153) |
| New Jersey verified 2026-08-12 | New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 to -94; ordinary voluntary transfer of the distribution right, not creditor, entity-transaction, estate, securities, tax, or disputed-title routes (§§ 42:2C-1 to -2) |
Agreement governs transferee and dissociated-member obligations. Restricted transfer is ineffective against a transferee who had notice when the transfer occurred (§§ 42:2C-11, 42:2C-13(b), 42:2C-42(f)) |
Transferable interest is the distribution right. Whole or partial transfer is permitted and does not itself cause dissociation, dissolution, or admission (§§ 42:2C-2, 42:2C-42(a)-(b)) |
Transferee receives assigned distributions but no management or ordinary records rights before admission; on dissolution, transferee gets an account only from dissolution date (§ 42:2C-42(a)-(c)) |
Postformation admission follows the operating agreement, qualifying entity transaction, all-member consent, or 90-day no-member continuation route. Admitted transferee assumes transferor obligations known at admission (§§ 42:2C-31(c), 42:2C-42(h)) |
Transfer alone leaves transferor a member with retained rights, duties, and obligations minus assigned distributions. After full non-security transfer, other members may unanimously expel; no automatic buyout follows (§§ 42:2C-42(g), 42:2C-46(d)(2)) |
LLC need not recognize transferee rights until notice. Interest may be certificated; a noticed agreement restriction makes the transfer ineffective (§ 42:2C-42(d)-(f)) |
Act grants member access to records the LLC maintains but prescribes no ownership ledger. Annual report lists managing members or managers, so update that reporting only if the transaction changes those reported roles (§§ 42:2C-26(a), 42:2C-40) |
Charging orders, death and estate representation, 90-day no-member continuation, entity transactions, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 42:2C-31(c)(4), 42:2C-43 to -44) |
| New Mexico verified 2026-08-13 | New Mexico Limited Liability Company Act; ordinary voluntary assignment of a membership or LLC interest, not a charging order, estate succession, bankruptcy, merger, professional-eligibility issue, securities offering, tax transaction, or disputed-title case (NMSA 1978 §§ 53-19-1, -2, -31 to -38) |
Articles or written operating agreement may change the Act's assignment and admission defaults. Sections 53-19-32 to -33 state no separate knowledge, notice, voidness, or third-party-enforceability rule for a transfer restriction (§§ 53-19-2(O), -32(A), -33(A), -65(A)) |
Whole or partial assignment is allowed by default; it transfers only assigned distributions and return of capital, does not itself dissolve the LLC, admit the assignee, or release the assignor's member liabilities (§ 53-19-32(A)) |
Before admission, assignee receives assigned distributions and returned capital but no member voting, management, control, inspection, or member-information rights; member records access belongs to members and specified representatives (§§ 53-19-19(B)-(C), -32(A)) |
Assignee admission follows the articles or operating agreement; otherwise all other members must consent unanimously, evidenced as the documents specify or by their dated signed instrument. Direct issuance follows the documents or all members' written consent (§§ 53-19-33(A), -36(A)) |
Assignor remains a member until admission; a full-interest assignor exits when any assignee is admitted and may instead be removed by unanimous vote of members who did not assign. Assignment alone does not release contribution liability (§§ 53-19-32(A)(4), (6), -33(C)-(D), -38(A)(2)-(3)) |
No general company-notice, notarization, or assignment-filing condition is stated. Articles or agreement may authorize interest certificates and transfer by certificate; admission is effective at the document-set time or, if none, when reflected in LLC records (§§ 53-19-20(B), -33(A), -36(B)) |
Keep current/former member and manager names/addresses plus current contribution records and governing documents. No periodic LLC report or immediate ownership-transfer filing is stated; articles need amendment only for name, duration, or member-versus-manager management changes (§§ 53-19-11(C), -19(A), -63) |
Death, incapacity, or entity termination gives the legal representative assignee rights; a judgment creditor receives no more than assignee rights. Bankruptcy and other listed events can dissociate a member, and mergers/conversions follow separate provisions (§§ 53-19-34 to -35, -38(B), -59 to -62.3) |
| New York verified 2026-08-12 | New York Limited Liability Company Law; ordinary voluntary assignment of a membership interest, not merger, death/divorce succession, creditor remedy, securities, tax, or professional eligibility (§§ 102(r), 603-.604) |
Written operating agreement controls assignment and admission. It may prohibit assignment before dissolution; a transfer violating statutory or agreement restrictions is void (§§ 417, 603(b), 606(a)) |
Default whole or partial assignment transfers only assigned distributions and profit/loss allocations, not management or member rights; assignment does not dissolve the LLC (§ 603(a)(1)-(3)) |
Assignee receives assigned economics but no management, member powers, or statutory member inspection right before admission (§§ 603(a), 1102(b)) |
Agreement may give assignor admission power or set another rule; otherwise assignee needs majority-in-interest vote or written consent of nonassigning members. Admission carries specified member restrictions and liabilities (§§ 602(b)(2), 604) |
Unless agreement provides otherwise, assignment of entire membership interest automatically ends assignor's membership and member powers; a security pledge does not (§ 603(a)(4)) |
No separate statutory company-notice trigger. Agreement may use certificates; restriction notice must appear conspicuously and a violating transfer is void (§ 603(b)) |
Maintain current member list with contributions and profit/loss shares; biennial statement reports service-of-process address, not ownership. Ordinary assignment creates no immediate ownership filing (§§ 1102(a)(2), 301(e)) |
Withdrawal restrictions, death/divorce succession, mergers, charging orders, securities, tax, professional eligibility, and disputed ownership are outside this ordinary assignment survey (§§ 602(b)(3), 606) |
| North Carolina verified 2026-08-12 | North Carolina Limited Liability Company Act, Chapter 57D; ordinary voluntary transfer of an economic interest, not death, creditor, merger/conversion, professional, securities, tax, or disputed-title routes (§§ 57D-1-01, 57D-1-03, 57D-5-02) |
Operating agreement governs ownership and admission and may displace most defaults; Chapter expressly preserves restrictions despite UCC §§ 9-406/9-408 (§§ 57D-2-30, 57D-10-02(d)) |
Economic interest is transferable whole or part. Transfer gives only that economic interest, not member rights; full transfer automatically ends transferor membership (§§ 57D-3-02(a)(3), 57D-5-02) |
Ordinary economic-interest owner receives assigned capital/income/loss/distribution rights but no member governance or information rights before admission; death/incapacity special owners are separate (§§ 57D-1-03(10)-(11), (25), (32c), 57D-3-02(c), 57D-5-02) |
Economic owner becomes member with that person's approval plus operating-agreement route, all-member approval, or no-member continuation route. Admission can occur without economic interest or contribution (§§ 57D-3-01(c), 57D-3-03(2), 57D-5-04(a)) |
Transfer of entire economic interest ends membership regardless of transferee admission. Transferor remains liable for specified contribution, unlawful-distribution, winding-up, and agreement obligations (§§ 57D-3-02(a)(3), (d), 57D-5-04(c)) |
Chapter states no universal company-notice or certificate-delivery condition for an ordinary economic transfer. Agreement governs transfer mechanics; economic ownership passes through the transfer (§§ 57D-2-30, 57D-5-02) |
Member records must track current interest-owner names, status, dates, and status changes. Annual report names principal company officials, not every owner; update it only if the transaction changes reported officials (§§ 57D-2-24(a), 57D-3-04(a)(3)) |
Death/incapacity special-owner rights, creditor process, no-member continuation, mergers/conversions, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 57D-3-02(c), 57D-5-03, 57D-6-01(3)) |
| North Dakota verified 2026-08-13 | North Dakota Uniform Limited Liability Company Act; ordinary domestic LLC transfer (N.D.C.C. ch. 10-32.1) |
Agreement governs; violating transfer is ineffective against a transferee with notice of the restriction (§§ 10-32.1-13, -44(6)) |
Distribution right is personal property and freely transferable; transfer alone causes no admission, dissociation, or dissolution (§§ 10-32.1-43 to -44) |
Gets assigned distributions and a dissolution-date account; no management or member-information rights before admission (§§ 10-32.1-42(6), -44(1)-(3)) |
Agreement controls; otherwise all members consent, or a statutory transaction/no-member route applies (§ 10-32.1-27(4)) |
Retains member rights and duties; after a full transfer, the other members may unanimously expel (§§ 10-32.1-44(7), -48(4)(b)) |
Company need not recognize transferee rights until notice; interests may be certificated and transferred by certificate (§ 10-32.1-44(4)-(5)) |
No transfer-specific ledger or ownership filing in the transfer rules; annual report lists managers, governors, or managing members (§§ 10-32.1-20, -42 to -44, -89) |
Death gives the representative limited transferee/member-information rights; charging orders, entity transactions, series, securities, tax, and professional eligibility are separate (§§ 10-32.1-45 to -46) |
| Ohio verified 2026-08-12 | Ohio Revised Limited Liability Company Act, R.C. Chapter 1706; ordinary voluntary assignment of the distribution-only 'membership interest,' not death, creditor, entity-transaction, professional, securities, or tax routes (§§ 1706.01, 1706.34) |
Agreement governs member/company relations, may give nonmembers rights, and binds assignees; it may impose transfer-related penalties or consequences. Chapter states no single notice-based invalidity rule for every restricted assignment (§§ 1706.08, 1706.082) |
Only the distribution right is assignable personal property. Whole or partial assignment is permitted and does not dissolve the LLC or itself admit the assignee (§§ 1706.01(Q), 1706.34, 1706.341(A)) |
Assignee receives assigned distributions but no management or company-record access before admission; the death-representative records exception is separate (§§ 1706.33(D), 1706.332, 1706.341(A)-(B)) |
Postformation admission follows the operating agreement, a qualifying entity transaction, or consent of all members; a 90-day last-member route also exists. Known contribution obligations can follow voluntary admission (§§ 1706.27(B)-(C), 1706.341(G)) |
Partial assignment leaves assignor a member with retained rights, duties, and obligations. Full non-security assignment dissociates; prior debts/liabilities survive and duties continue for predissociation matters (§§ 1706.341(F), 1706.411(J), 1706.412) |
LLC need not give effect to assignee rights until notice. Interest may be certificated under the agreement, but bearer certificates are prohibited (§ 1706.341(C)-(E)) |
Act grants access only to records the LLC maintains and prescribes no transfer ledger. Mandatory articles fields do not include members or owners, so ordinary assignment changes no required articles field (§§ 1706.16(A)-(C), 1706.33) |
Death-representative records access, charging orders, 90-day no-member continuation, entity transactions, series, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 1706.27(B)(2), (4), 1706.332, 1706.342) |
| Oklahoma verified 2026-08-12 | Oklahoma Limited Liability Company Act, 18 O.S. §§ 2000 et seq.; ordinary voluntary assignment of a capital interest associated with an ordinary domestic LLC membership interest, not a charging order, death/incapacity transfer, entity transaction, series transaction, professional-eligibility question, securities offering, tax transaction, or disputed-title case (§§ 2000, 2001, 2032-2036) |
Operating agreement governs assignment/admission defaults and binds the LLC, members, managers, and capital-interest assignees even without execution. The Act supplies no separate protected-transferee notice rule (§§ 2012.2, 2033, 2035) |
Membership interest itself is not transferable by default, but its capital interest may be assigned wholly or partly. Assignment transfers profits, losses, distributions, and tax-item allocations, not member powers (§§ 2001(5), (19), 2032, 2033(A)(1)-(3)) |
Before admission, assignee receives assigned economic/tax rights but no management, voting, or other member powers. Statutory inspection and accounting rights belong to members, not ordinary assignees (§§ 2021, 2033(A)(2)-(3), (5)) |
Assignee becomes a member as the operating agreement provides or by written consent of members representing a majority of profits not subject to the assignment. A direct company recipient follows the agreement or written member consent (§§ 2020(A), 2035(A), (E)) |
Seller stays a member until admission unless removed under the agreement or, after assigning all capital interest, by affirmative vote of nonassigning members. Full-transfer admission ends seller membership; assignment alone releases no seller liability (§§ 2033(A)(4), (6), 2035(C)-(D)) |
Admission is effective at the later of formation, the agreement's time, or—if none—the company-record entry. Agreement may authorize membership certificates. Chapter 32 states no general assignment notice, witness, notarization, or public transfer filing (§§ 2033(B)-(C), 2035(F)) |
Keep current/past member-manager lists, relative voting-right records, governing documents, and contribution information; record admission. Articles do not require owner or manager names. Annual certificate confirms active business and principal address, not ownership (§§ 2005, 2021, 2035(F), 2055.2) |
Charging orders are the creditor's exclusive remedy and cannot become membership through foreclosure. Death, incapacity, withdrawal, series transactions, mergers, conversions, professional eligibility, securities, tax, and disputed ownership follow separate rules (§§ 2034, 2036) |
| Oregon verified 2026-08-12 | Oregon Limited Liability Company Act, ORS ch. 63; ordinary voluntary assignment of a membership interest, not a creditor remedy, death/incapacity transfer, merger, conversion, professional-eligibility question, securities offering, tax transaction, or disputed-title case (ORS 63.001, 63.239, 63.951) |
Articles and operating agreement may change assignment and admission defaults if consistent with law. Chapter 63 states no separate protected-transferee or certificate-legend rule for an ordinary assignment (§§ 63.057, 63.245, 63.249) |
Whole or partial assignment transfers assigned distributions and profit-and-loss allocations, not voting or management. It does not dissolve the LLC. The assignor ceases membership as to the assigned portion (§§ 63.239, 63.249(1)-(5)) |
Before admission, assignee receives the assigned distributions and profit/loss allocations but no other member rights, including voting or management. Statutory inspection belongs to members and their agents, not ordinary assignees (§§ 63.249(3)-(4), 63.771-.777) |
Follow the articles or operating agreement. Otherwise an assignee needs majority consent of members other than the assignor; if the LLC otherwise would have no members immediately after assignment, admission is automatic and simultaneous (§ 63.245(2)) |
Assignment ends the seller's membership as to the assigned interest, but does not release preassignment member liability or any fiduciary duty that may continue. Entire-interest assignment is also a cessation event; seller remains liable for contribution obligations (§§ 63.249(5), 63.255(2), 63.265) |
Assignment binds the LLC only after managers receive reasonable notice and proof. Admission occurs no earlier than formation and on the later date stated in LLC records. Chapter 63 states no general interest-certificate, witness, notarization, or transfer-filing condition (§§ 63.245(1), 63.249(6)-(7)) |
Keep current and past member/manager lists and contribution records, and state the admission date in LLC records. Annual report lists all managers if manager-managed or at least one member if member-managed; information may be updated between reports (§§ 63.245(1), 63.771, 63.787) |
Different rules govern charging orders, death, incompetency, bankruptcy, withdrawal, expulsion, last-member cessation, mergers, conversions, professional eligibility, securities, tax, and disputed ownership; those routes are outside this ordinary voluntary-assignment comparison (§§ 63.259, 63.265) |
| Pennsylvania verified 2026-08-12 | Pennsylvania Uniform LLC Act of 2016, Chapter 88; ordinary voluntary transfer of a distribution-only transferable interest, not foreclosure, death administration, entity transaction, securities, or tax (§§ 8812, 8852) |
Operating agreement governs internal relations and transferee obligations. Restricted transfer is ineffective if intended transferee knew or had notice of the restriction (§§ 8815, 8817(b), 8852(f)) |
Transferable interest is the right to distributions. Transfer is permissible and does not itself cause dissociation, dissolution, or admission (§§ 8812, 8852(a)) |
Transferee gets assigned distributions and dissolution-date accounting, but no management or information rights before admission (§§ 8850(g), 8852(a)-(c)) |
After formation: organizer if no members, operating-agreement route, entity transaction, all-member approval, or no-member continuation route. Admission may occur without an economic interest or contribution (§ 8841(d)-(e)) |
Transferor ordinarily retains member rights other than transferred distributions and all duties. Full transfer permits expulsion by all other members but does not itself dissociate (§§ 8852(g), 8861(5)(ii)) |
Company need not recognize transferee rights until knowledge or notice. Interest may be certificated and transferred through certificate, subject to Chapter 88 and agreement (§ 8852(d)-(f)) |
Chapter 88 states no general transferee ledger or immediate ownership filing. Pennsylvania's annual report names at least one governor; update it on its filing cycle if the actual managing governor changes (§ 146; Department of State annual-report guidance) |
Personal-representative, charging-order foreclosure, no-member continuation, entity-transaction, professional, securities, tax, and disputed-title routes are outside scope (§§ 8853-.8854, 8871(a)(3)) |
| Rhode Island verified 2026-08-13 | Current Rhode Island Limited Liability Company Act, Chapter 7-16; ordinary voluntary assignment of a domestic LLC membership interest, not estate succession, charging-order enforcement, entity transactions, professional eligibility, securities, tax, or disputed title (§§ 7-16-2, -34 to -38) |
Articles or written operating agreement may change assignment effects; written operating agreement may change assignee-admission rule and consent evidence. Current Act states no separate notice-to-assignee or universal voidness rule (§§ 7-16-35(a), 7-16-36(a)) |
Membership interest is personal property and may be assigned whole or part by default. Assignment alone gives distributions only, not membership, management, member powers, or dissolution; full assignment ends assignor membership (§§ 7-16-34, -35(a)) |
Assignee receives assigned distributions only and no management or member powers. Statutory inspection and business-information rights belong to members, not nonmember assignees (§§ 7-16-22(b), 7-16-35(a)(2)-(3)) |
Written operating agreement may set another route; otherwise assignee needs unanimous consent of all other members, evidenced as the agreement specifies or by signed dated writing or a recorded meeting vote. Admission carries assigned rights plus contribution and improper-distribution obligations (§ 7-16-36) |
Partial assignment leaves membership intact; assignment of the entire membership interest automatically ends membership and member powers. Assignor remains liable for existing contribution and wrongful-distribution obligations (§§ 7-16-35(a)(4), 7-16-36(d)) |
Current Act states no universal company-notice, interest-certificate, witness, notarization, acknowledgment, or assignment-filing condition. Admission consent must use the agreement's method or the statutory signed-writing/recorded-vote fallback (§ 7-16-36(a)) |
LLC keeps a current member/manager list and records showing capital values and voting rights. Articles identify managers, not all members; amend for a manager-of-record or management-form change, while annual report has no owner list. Economic assignment itself has no public filing (§§ 7-16-6(a)(6), 7-16-12(a), 7-16-22(a), 7-16-66(a)) |
Estate representatives may exercise member rights to settle an estate; judgment creditor receives assignee rights only. Entity transactions, death/incapacity, professional eligibility, securities, tax, and disputed ownership remain separate (§§ 7-16-37 to -38) |
| South Carolina verified 2026-08-12 | South Carolina Uniform Limited Liability Company Act of 1996; ordinary voluntary transfer of a 'distributional interest,' not an entity transaction, charging-order foreclosure, death transfer, securities offering, or tax transaction (§§ 33-44-101(5)-(6), (20), -501 to -503) |
All members may adopt a nonwritten operating agreement governing company/member relations. The agreement can authorize the transferor to confer admission and controls over conflicting articles for members and transferees (§§ 33-44-103, -203(c), -503(a)) |
The distributional interest is personal property and may be transferred in whole or part. Transfer alone gives only distributions and no member rights; transferring all of it automatically dissociates the transferor (§§ 33-44-501 to -502, -601(3)) |
Nonmember transferee receives assigned distributions, winding-up proceeds, a limited account, and a narrow dissolution-petition route; no management, transaction-information, or inspection right (§ 33-44-503(d)-(e)) |
Transferee becomes a member to the extent the transferor has operating-agreement authority or all other members consent. The Act separately lists admission of a new member among unanimous-consent matters (§§ 33-44-404(c)(7), -503(a)) |
Full transfer automatically dissociates the transferor; substantially all permits unanimous expulsion. Dissociation ends management and prospective duties, but transfer/admission does not release existing company liabilities (§§ 33-44-503(c), -601(3), (5)(ii), -603) |
Company need not recognize a transfer until notice. The operating agreement may authorize certificates and certificate transfer; the Act imposes no general notarization, witness, or public transfer filing (§§ 33-44-501(c), -503(f)) |
Articles list organizers and, for manager-managed LLCs, initial managers—not a complete owner ledger. Amendment is available for filed facts; the Act has no annual ownership report or ordinary transfer filing (§§ 33-44-203 to -204) |
Different rules govern death, incapacity, bankruptcy, charging orders, dissociation buyouts, dissolution, mergers, professional eligibility, securities, tax, and disputed ownership; those are outside this ordinary voluntary-transfer comparison (§§ 33-44-504, -601 to -603, -701, -801) |
| South Dakota verified 2026-08-13 | South Dakota Uniform Limited Liability Company Act, Chapter 47-34A; ordinary voluntary transfer of a domestic LLC distributional interest, not creditor enforcement, estate succession, entity transaction, series, professional eligibility, securities, tax, or disputed title (§§ 47-34A-101, -501 to -504, -601 to -603) |
Written or oral operating agreement governs transfer/admission and binds later members by deemed assent; filed articles control relying outsiders. Act states no separate knowledge/notice or universal voidness rule for a restriction (§§ 47-34A-103, -103.1, -203(c), -503(a)) |
Distributional interest is personal property transferable whole or part; transfer moves distributions only, not member rights. Transfer of all distributional interest automatically dissociates transferor, except security transfer or un-foreclosed charging order (§§ 47-34A-501 to -502, -601(3)) |
Nonmember transferee receives transferred distributions and winding-up economics plus limited account statement, but no management, company information, or records rights (§§ 47-34A-502, -503(d)-(e)) |
Transferee becomes member if transferor grants admission right under operating-agreement authority or all other members consent. Admitted transferee takes member rights and known contribution/unlawful-distribution liabilities; agreement and general admission routes remain relevant (§§ 47-34A-401(c)-(d), -503(a)-(b)) |
Full distributional-interest transfer automatically dissociates transferor; partial transfer does not. Dissociation ends management and prospective duties but not prior obligations, and transferor remains liable under agreement and Act (§§ 47-34A-503(c), -601(3), -603) |
LLC need not give effect until notice of transfer. Operating agreement may authorize an interest certificate and certificate-transfer rules. Act states no universal witness, notary, acknowledgment, or assignment filing (§§ 47-34A-501(c), -503(f)) |
Internal records and agreement should reflect transfer, dissociation, admission, and management status. Articles disclose manager management and initial managers; annual report lists governors except member-managed LLC governors may be omitted. No public ownership-transfer filing is prescribed (§§ 47-34A-203(a)(6), -211; 59-11-24(5)) |
Charging order is exclusive and nonforeclosable even for single-member LLCs; legal representatives receive member information rights. The 90-day no-member route, entity transactions, estate events, series, securities, and tax are separate (§§ 47-34A-401(c)(4), -408(c), -504) |
| Tennessee verified 2026-08-12 | Tennessee Revised Limited Liability Company Act; ordinary voluntary transfer under the post-2005 Act, not a pre-2006 legacy LLC, creditor, estate, entity-transaction, professional, securities, tax, or disputed-title route (§§ 48-249-102, -1002) |
LLC documents generally may vary Act defaults. Written-document restrictions bind successors even without actual notice; other restrictions are ineffective against a person without knowledge (§§ 48-249-205(a), -507(c), -508(e)) |
Financial rights are profits, losses, and distributions. They may transfer wholly or partly; assignment alone gives no membership, dissolution, or governance right (§§ 48-249-102(11), (13), (22), 48-249-507(a)-(b)) |
Holder receives assigned financial rights and limited tax-information access, but no governance right. On request, LLC must state the holder's financial rights and transfers in effect (§§ 48-249-308(c), 48-249-502(b), 48-249-507(b)) |
Postformation admission ordinarily needs all members. Outsider governance transfer needs unanimous consent of all members except transferor; existing-member and sole-member transfers have express exceptions (§§ 48-249-501(b), 48-249-508(b)-(c)) |
Transfer of all financial rights ordinarily terminates membership; a family-LLC exception can prevent that. Effective full governance transfer also ends membership if transferor retains none, but existing contribution/distribution liability remains (§§ 48-249-503(a)(3), (b)(2), 48-249-508(c)) |
Financial or governance transfer binds LLC only when records/documents show transferee name, address, taxpayer ID, and nature/extent. A requested ownership statement cannot itself transfer the interest (§§ 48-249-502(b), 48-249-507(d), 48-249-508(f)) |
Keep current member and financial-right-holder lists and transfer details. Annual report later reports managers/directors and member count only if over six; no stand-alone ownership-transfer filing appears in these transfer rules (§§ 48-249-406(1)-(2), 48-249-1017(a)-(c)) |
Different rules govern pre-2006 LLCs that did not elect the Revised Act, family LLCs, security interests, charging orders, death/estate events, series, professional eligibility, entity transactions, securities, tax, and disputes (§§ 48-249-503(b)(2), -508(d), -509, -1002) |
| Texas verified 2026-08-12 | Texas Business Organizations Code, Chapters 3 and 101; ordinary voluntary assignment of a membership interest, not death/divorce succession, charging order, entity transaction, securities, or tax (§§ 101.108-.112) |
The 'company agreement' governs relations involving members, assignees, and the LLC and may modify most Code defaults; assignees are bound even without signing (§§ 101.052, 101.054) |
Membership interest may be assigned wholly or partly. Assignment does not require winding up and does not itself confer management, membership, or other member rights (§ 101.108) |
Before admission, assignee receives assigned allocations and distributions and § 101.502 record rights, but no management or member rights (§§ 101.108-.109, 101.502) |
Default admission requires approval of all members; agreement may modify the rule. After admission, assignee receives assigned member rights and specified restrictions and liabilities (§§ 101.052(c), 101.109(b), 101.110) |
Assignor remains a member and exercises unassigned rights until assignee becomes a member; assignment never releases assignor liability to the company (§ 101.111) |
Chapter 101 states no separate company-notice trigger for assignee rights. LLC interests are uncertificated unless governing documents provide otherwise; those documents may govern certificate transfer (Bus. Orgs. Code § 3.201(c)-(e)) |
LLC must keep a current owner/member name-and-address record and its contribution/admission records. The ordinary assignment sections prescribe no Secretary of State transfer filing (§§ 3.151(a)(3), 101.501(a)(7), 101.108-.111) |
Death or divorce generally makes successors assignees; charging orders are exclusive and nonforeclosable. Those and entity transactions, series, securities, tax, professional eligibility, and disputed ownership are outside scope (§§ 101.1115-.112) |
| Utah verified 2026-08-13 | Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, ch. 3a through September 30, 2026; Title 16, ch. 20 beginning October 1, 2026. Ordinary voluntary transfer, not creditor foreclosure, death transfer, entity transaction, series/professional eligibility, securities, tax, or disputed title (§§ 48-3a-101, -102, -501 to -504; future §§ 16-20-101, -501 to -504) |
Agreement governs covered internal and transferee obligations. Violating transfer is ineffective as to a transferee with knowledge or notice of the restriction when transferred (§§ 48-3a-112, -114, -502(6); future §§ 16-20-107, -109, -502(6)) |
Transferable interest is the distribution right and personal property. Whole or partial transfer is permissible and does not itself cause dissociation, dissolution, or admission (§§ 48-3a-102(28)-(30), -501, -502(1)-(2); future §§ 16-20-101, -501 to -502) |
Transferee receives assigned distributions but no management or ordinary information rights. During winding up, transferee gets an account only from dissolution date (§§ 48-3a-410(7), -502(1)-(3); future §§ 16-20-410, -502) |
Postformation admission follows agreement, qualifying entity transaction, all-member consent, or 90-day no-member continuation. Person may join without transferable interest or contribution (§§ 48-3a-401(3)-(4), -701(3); future §§ 16-20-401, -701) |
Transferor retains member rights other than transferred distributions plus all duties/obligations. After full non-security transfer, other members may unanimously expel; dissociation does not discharge prior liability (§§ 48-3a-502(7), -602(5)(b), -603; future §§ 16-20-502, -602 to -603) |
LLC need not recognize transferee rights until knowledge or notice. Interest may be certificated and transferred by certificate; no general transfer filing, witness, or notarization is stated (§ 48-3a-502(4)-(6); future § 16-20-502(4)-(6)) |
Information rights belong to members, managers, and qualifying dissociated members, not ordinary transferees. Certificate does not list owners; annual report names at least one governing person. Amend certificate promptly only if a filed fact becomes inaccurate (§§ 48-3a-201, -202, -212, -410; future Title 16 entity-filing rules and §§ 16-20-201, -410) |
Charging-order foreclosure, death representation, full-transfer expulsion, 90-day no-member continuation, entity transactions, series/professional eligibility, securities, tax, and disputed ownership follow separate rules (§§ 48-3a-503 to -504, -602, -701; future §§ 16-20-503 to -504, -602, -701) |
| Vermont verified 2026-08-13 | Vermont Limited Liability Company Act, 11 V.S.A. ch. 25; ordinary domestic LLC transfer (§§ 4001, 4071-4075) |
Agreement governs; violating transfer is ineffective if the intended transferee knows or has notice of the restriction (§§ 4003, 4072(d)) |
Distributional interest is personal property and transferable; transfer alone causes no admission, dissociation, or dissolution (§§ 4071-4072) |
Gets distributions and limited winding-up account rights; no management or ordinary information rights before admission (§§ 4058(g), 4073(d)-(e)) |
Transferee admission requires all other members' consent; general agreement/entity-transaction and 90-day no-member routes also exist (§§ 4051(d), 4073(a)) |
Retains member rights, duties, and liability; all other members must consent to release, and unanimous expulsion is available after substantially all is transferred (§§ 4072(c), 4073(c), 4081(4)(B)) |
Company need not recognize transfer or transferee rights until notice; agreement may authorize certificates and transfer by certificate (§§ 4071(b), 4073(f)) |
No transfer-specific ownership filing; annual report lists company, office, and agent information, not owners (§ 4033) |
Sole-member charging-order foreclosure can admit the purchaser; death gives the representative transferee and settlement-information rights. Entity transactions, securities, tax, professional eligibility, and blockchain LLCs are separate (§§ 4074(g), 4075) |
| Virginia verified 2026-08-12 | Virginia Limited Liability Company Act, Va. Code §§ 13.1-1000 to -1123; ordinary voluntary assignment of the economic membership interest, not creditor, entity-transaction, estate, securities, tax, or disputed-title routes (§§ 13.1-1000, 13.1-1002) |
Articles or operating agreement may change assignability and transfer consequences; changing assignee-admission default requires a writing. Act states no universal notice-based voidness rule for every restricted assignment (§§ 13.1-1023, 13.1-1039 to -1040) |
Membership interest is profits, losses, and distributions. Whole or partial assignment is permitted and does not itself dissolve the LLC, confer member rights, or cause dissociation (§§ 13.1-1002, 13.1-1039, 13.1-1040.1) |
Assignee receives assigned profits, losses, and distributions but no management, agency, member, inspection, or information rights before admission (§§ 13.1-1028, 13.1-1039) |
Specified manager-managed LLC: majority of nonassignor member-managers. Every other LLC: majority vote of nonassignor members. Admitted assignee assumes known contribution and return obligations (§§ 13.1-1038.1, 13.1-1040) |
Assignment alone does not end membership. Transfer of all or substantially all interest permits unanimous expulsion by other members; dissociation leaves economic interest and assignee rights, not an automatic buyout (§§ 13.1-1040.1(4)(b), 13.1-1040.2) |
Interest may be certificated if articles or agreement permit. Admission takes effect at the stated time or, if none, when reflected in LLC records; Act states no universal assignment-notice or notarization condition (§§ 13.1-1038.1(B), 13.1-1039(B)) |
Keep current member list and contribution/economic records; admission timing may depend on records. Articles do not require owner names, so ordinary assignment alone changes no mandatory public ownership field (§§ 13.1-1011, 13.1-1028, 13.1-1038.1(B)) |
Last-member succession, charging orders, security transfers, death/estate events, mergers/conversions, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 13.1-1038.1(A)(4)-(6), 13.1-1040.1) |
| Washington verified 2026-08-12 | Washington Limited Liability Company Act, chapter 25.15 RCW; ordinary voluntary transfer of the distribution-only transferable interest, not creditor, entity-transaction, estate, professional, securities, tax, or disputed-title routes (§§ 25.15.006, 25.15.251) |
LLC agreement governs member/company relations and admission; Act supplies defaults when silent. Chapter states no universal notice-based invalidity rule for a restricted voluntary transfer (§ 25.15.018) |
Transferable interest is right to distributions. Whole or partial transfer is permitted; transfer alone gives no governance or ordinary information rights. Full transfer automatically dissociates transferor (§§ 25.15.006(21), 25.15.131(1)(b), 25.15.251) |
Transferee receives assigned distributions, dissolution-date accounting, and no ordinary management or records rights before admission; death/disability representative exception is separate (§§ 25.15.136(11), 25.15.251(1)-(2), (5)) |
Ordinary transferee: agreement procedure or all-member consent plus admission reflected in records. Sole member's complete-interest transferee is admitted automatically when transfer becomes effective (§§ 25.15.116(2)(b), (d), 25.15.121(2)(e)) |
Partial transfer leaves transferor's remaining rights, duties, and obligations. Full transfer automatically dissociates; admitted transferee assumes transferor obligations except unknown liabilities (§§ 25.15.131(1)(b), 25.15.251(3)-(4)) |
Chapter states no universal assignment-notice, certificate, notarization, or filing condition. Ordinary admission requires records entry; sole-member full-transfer admission occurs when the transfer becomes effective (§ 25.15.116(2)(b), (d)) |
Keep agreement, member votes, and statutory records; transferee alone has no records rights. Initial/annual reports name governors—members if member-managed, managers if manager-managed—so update reporting when those roles change (§§ 25.15.136, 23.95.105(12), 23.95.255) |
Charging orders and foreclosure, last-member 90-day continuation, security interests, death/disability representatives, entity transactions, professional eligibility, securities, tax, and disputed-title routes are outside scope (§§ 25.15.131, 25.15.136(11), 25.15.256, 25.15.265(4)) |
| West Virginia verified 2026-08-13 | West Virginia Uniform Limited Liability Company Act; ordinary voluntary transfer of a distributional interest, not a charging-order foreclosure, death/estate event, merger, professional-eligibility issue, securities offering, tax transaction, or disputed-title case (W. Va. Code §§ 31B-1-101, 31B-5-501 to -504, 31B-6-601 to -603) |
Agreement may regulate transfer and authorize transferee admission; it controls managers, members, and member transferees over conflicting articles. Chapter 31B states no separate knowledge/notice or universal voidness rule for an agreement restriction (§§ 31B-1-103(a), 31B-2-203(c), 31B-5-501(c), -503(a)) |
Whole or partial distributional interest is transferable personal property. Transfer moves only distributions and does not itself admit the transferee; transfer of the entire interest automatically dissociates the transferor (§§ 31B-1-101(8), 31B-5-501 to -502, 31B-6-601(3)) |
Before admission, transferee receives transferred distributions, winding-up distributions, a limited account statement, and possible dissolution standing, but no management, transaction-information, or inspection rights (§ 31B-5-503(d)-(e)) |
Transferee becomes a member to the extent the transferor has authority under the operating agreement or all other members consent. Admission carries member rights, restrictions, known contribution and unlawful-distribution obligations (§ 31B-5-503(a)-(b)) |
Transfer of all economics automatically dissociates the member unless for security or under an unforeclosed charging order; substantially all may also support unanimous other-member expulsion. Dissociation ends membership/management and future-event duties and may trigger statutory buyout treatment (§§ 31B-6-601(3), (5), 31B-6-603) |
LLC need not recognize transfer until notice. Operating agreement may authorize interest certificates and certificate transfer. Act states no universal assignment signature, witness, notarization, or filing formality (§§ 31B-5-501(c), 31B-5-503(f)) |
No mandatory ownership ledger is stated. Articles and annual/biennial reports list managers and members authorized to execute instruments, not every economic owner; a change affecting those public roles must be reflected in a current report, but transfer alone has no immediate owner filing (§§ 31B-2-203(a), 31B-2-211(a)-(b), 31B-4-408) |
Foreclosure purchaser gets transferee rights only; death, incapacity, bankruptcy, entity termination, mergers, and protected series use separate rules. Ordinary complete-transfer dissociation can lead to at-will or term-company buyout timing (§§ 31B-5-504, 31B-6-601, -603, 31B-14-101 et seq.) |
| Wisconsin verified 2026-08-12 | Wisconsin Uniform Limited Liability Company Law, ch. 183; ordinary voluntary transfer under current law, not a pre-2023 nonapplicability LLC, creditor, estate, entity-transaction, professional, securities, tax, or disputed-title route (§§ 183.0101-.0102, .0110) |
Operating agreement governs covered relations; an amended term cannot impose a new liability on an existing transferee. Restricted transfer is ineffective if intended transferee knew/had notice (§§ 183.0105-.0107, 183.0502(6)) |
Transferable interest is personal-property right to distributions and may transfer wholly or partly. Transfer alone causes neither dissociation nor dissolution (§§ 183.0102(24), 183.0501-.0502(1)-(2)) |
Transferee receives assigned distributions and dissolution-date accounting, but no management or ordinary information rights. Representative and dissociated-member information routes are separate (§§ 183.0410(3), (7), 183.0502(1)-(3), 183.0504) |
After formation, membership may follow the operating agreement or qualifying entity transaction/no-member route; ordinary default is affirmative vote or consent of all members. Admitted transferee takes known §§ 183.0403/.0406 obligations (§§ 183.0401(4), 183.0502(8)) |
Transfer alone leaves transferor as member with remaining rights, duties, and obligations. After full transfer, all other members may expel; dissociation ends future management/duties but not prior liabilities (§§ 183.0502(7), 183.0602(5)(b), 183.0603) |
LLC need not give effect to transferee rights until knowledge/notice. Interest may be certificated and transferred by certificate; no universal witness, notarization, or public-filing formality (§ 183.0502(4)-(5)) |
Keep past/present member-manager list, written agreements, recent consents/votes, and contribution data. Annual report names at least one member if member-managed or one manager if manager-managed; no stand-alone ownership-transfer filing (§§ 183.01075, 183.0212(1)-(2)) |
Pre-2023 opt-out LLCs, charging-order foreclosure, death representatives, no-member continuation, security transfers, entity transactions, professional eligibility, securities, tax, and disputes follow separate rules (§§ 183.0110, .0503-.0504, .0602, .0701) |
| Wyoming verified 2026-08-13 | Wyoming Limited Liability Company Act; ordinary domestic LLC transfer (Wyo. Stat. §§ 17-29-101 to -1105) |
Agreement expressly governs transferability; violating transfer is ineffective against a transferee with notice (§§ 17-29-110(a)(vi), -502(f)) |
Distribution right is personal property and transferable; transfer alone causes no admission, dissociation, or dissolution (§§ 17-29-102(a)(xxii), -501 to -502) |
Gets assigned distributions and a dissolution-date account; no management or information rights before admission (§§ 17-29-410(f), -502(a)-(c)) |
Agreement controls; otherwise all members consent, or an entity-transaction/90-day no-member designation route applies (§ 17-29-401(d)-(e)) |
Retains member rights and duties; after a full transfer, the other members may unanimously expel (§§ 17-29-502(g), -602(a)(iv)(B)) |
Company need not recognize transferee rights until notice; interests may be certificated and transferred by certificate (§ 17-29-502(d)-(e)) |
No transfer-specific ownership filing; articles and annual report omit owners and managers (§§ 17-29-201(b), -209) |
Charging order is exclusive, including for a sole member, and foreclosure is unavailable; death gives the representative limited transferee/member-information rights. Entity transactions, securities, tax, professional eligibility, and DAO rules are separate (§§ 17-29-503(g), -504) |
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