N.Y. Limited Liability Company Law § 604: Rights of assignee to become a member

§ 604. Rights of assignee to become a member. (a) Except as provided

in the operating agreement, an assignee of a membership interest may not

become a member without the vote or written consent of at least a

majority in interest of the members, other than the member who assigned

or proposes to assign such membership interest.

(b) An assignee who has become a member has, to the extent assigned,

the rights, powers, preferences and limitations and is subject to the

restrictions and liabilities, of a member under the articles of

organization, the operating agreement and this chapter. Notwithstanding

the foregoing, unless otherwise provided in the operating agreement, an

assignee who becomes a member is liable for the obligations of his or

her assignor to make contributions as provided in section five hundred

two of this chapter, but shall not be liable for the obligations of his

or her assignor under sections six hundred six and five hundred eight of

this chapter. However, the assignee is not obligated for (i)

liabilities, including the obligations of his or her assignor to make

contributions as provided in section five hundred two of this chapter,

unknown to the assignee at the time he or she becomes a member and that

could not be ascertained from the operating agreement or (ii) any

accrued liabilities of the assignor at the time of assignment unless the

assignee specifically assumes such liabilities.