Alabama · Through Act 2026-611

Ala. Code § 10A-5-6.03: Right of Assignee to Become Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

(a) Except as otherwise provided in the operating agreement:
(1) An assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member.
(2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10A-5-5.02, whether or not the assignee becomes a member.
(3) A member who assigns the member’s entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the governing documents and this chapter. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10A-5-5.02. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member.

Where this section sits in the code

Title 10A Alabama Business and Nonprofit Entities Code.
Chapter 5 Limited Liability Companies.
Article 6 Transfer of Membership Interest.

(a) Except as otherwise provided in the operating agreement:

(1) An assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member.

(2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10A-5-5.02, whether or not the assignee becomes a member.

(3) A member who assigns the member’s entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest.

(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the governing documents and this chapter. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10A-5-5.02. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member.

Collected 2026-09-03T14:01:53Z. Source file · JSON

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