N.D. Cent. Code § 10-32.1-44
This is the official text of N.D. Cent. Code § 10-32.1-44, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-32.1-44. Transfer of a transferable interest
Official statutory text
10-32.1-44. Transfer of a transferable interest
1. A transfer, in whole or in part, of a transferable interest:
a. Is permissible;
b. Does not by itself cause the dissociation of a member or a dissolution and
winding up of the activities of the limited liability company; and
c. Subject to section 10-32.1-46, does not entitle the transferee to:
(1) Participate in the management or conduct of the activities of the company;
or
(2) Except as otherwise provided in subsection 3, have access to records or
other information concerning the activities of the company.
2. A transferee has the right to receive, in accordance with the transfer, distributions to
which the transferor would otherwise be entitled.
3. In a dissolution and winding up of a limited liability company, a transferee is entitled to
an account of the transactions of the company only from the date of dissolution.
4. A transferable interest may be evidenced by a certificate of the interest issued by the
limited liability company in a record, and, subject to this section, the interest
represented by the certificate may be transferred by a transfer of the certificate.
5. A limited liability company need not give effect to the rights of a transferee under this
section until the company has notice of the transfer.
6. A transfer of a transferable interest in violation of a restriction on transfer contained in
the operating agreement is ineffective as to a person having notice of the restriction at
the time of transfer.
7. Except as otherwise provided in subdivision b of subsection 4 of section 10-32.1-48,
when a member transfers a transferable interest, the transferor retains the rights of a
member other than the interest in distributions transferred and retains all duties and
obligations of a member.
8. When a member transfers a transferable interest to a person that becomes a member
with respect to the transferred interest, the transferee is liable for the obligations of the
member under section 10-32.1-29 and subsection 3 of section 10-32.1-32, known to
the transferee when the transferee becomes a member.
1. A transfer, in whole or in part, of a transferable interest:
a. Is permissible;
b. Does not by itself cause the dissociation of a member or a dissolution and
winding up of the activities of the limited liability company; and
c. Subject to section 10-32.1-46, does not entitle the transferee to:
(1) Participate in the management or conduct of the activities of the company;
or
(2) Except as otherwise provided in subsection 3, have access to records or
other information concerning the activities of the company.
2. A transferee has the right to receive, in accordance with the transfer, distributions to
which the transferor would otherwise be entitled.
3. In a dissolution and winding up of a limited liability company, a transferee is entitled to
an account of the transactions of the company only from the date of dissolution.
4. A transferable interest may be evidenced by a certificate of the interest issued by the
limited liability company in a record, and, subject to this section, the interest
represented by the certificate may be transferred by a transfer of the certificate.
5. A limited liability company need not give effect to the rights of a transferee under this
section until the company has notice of the transfer.
6. A transfer of a transferable interest in violation of a restriction on transfer contained in
the operating agreement is ineffective as to a person having notice of the restriction at
the time of transfer.
7. Except as otherwise provided in subdivision b of subsection 4 of section 10-32.1-48,
when a member transfers a transferable interest, the transferor retains the rights of a
member other than the interest in distributions transferred and retains all duties and
obligations of a member.
8. When a member transfers a transferable interest to a person that becomes a member
with respect to the transferred interest, the transferee is liable for the obligations of the
member under section 10-32.1-29 and subsection 3 of section 10-32.1-32, known to
the transferee when the transferee becomes a member.
Status: in_force · Read it on the official government site
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