{"data":{"id":"us-ma/mass.-gen.-laws-ch.-156c-41","jurisdiction":"us-ma","citation":"Mass. Gen. Laws ch. 156C, § 41","heading":"Membership of assignee","body":"Section 41. (a) An assignee of a limited liability company interest may become a member:\n(1) upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or\n(2) upon compliance with any procedure provided for in a written operating agreement.\n(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 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 assignor to make contributions as provided in section twenty-eight, but shall not be liable for the obligations of his assignor under section thirty-five. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in section twenty-eight, unknown to the assignee at the time he became a member and which could not be ascertained from the operating agreement.\n(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his liability to a limited liability company under sections thirty-one to thirty-seven, inclusive.","path":["Part I","Title XXII","Chapter 156C"],"source_url":"https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section41","current_through":"amendments passed before May 31, 2026","vintage":"","retrieved_at":"2026-09-17T05:23:39Z","sha256":"83853ce5e238a6d82d0f4f9287a28e227c887ae90acc358ac9368e386812fd22","source_id":"us-ma","stale":false,"prev":"us-ma/mass.-gen.-laws-ch.-156c-40","next":"us-ma/mass.-gen.-laws-ch.-156c-42"},"notice":"GroundRules: Original legal text. Not legal advice."}