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Rhode Island · Through site files published 2025-08-13 · Newer source version available

R.I. Gen. Laws § 7-16-36: Right of assignee to become a member.

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Where this section sits in the code
  1. Title 7 Corporations, Associations, and Partnerships
  2. Chapter 16 The Rhode Island Limited Liability Company Act

(a) Except as otherwise provided in a written operating agreement, 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 an operating agreement, but in the absence of specification, consent is evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained with the records of the limited liability company.

(b) An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter.

(c) An assignee who becomes a member is liable for any obligations of the assignor to make contributions and to return distributions under this chapter.

(d) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company under § 7-16-25 and § 7-16-32.

Collected 2026-09-05T19:54:51Z. Source file · JSON

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