Limited Liability Companies

ORS 63.249
Assignment of membership interest

  • effect of assignment


Except as provided in the articles of organization or any operating agreement:

(1)

A membership interest is assignable in whole or in part.

(2)

An assignment of a membership interest does not itself dissolve the limited liability company.

(3)

Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have the assignor’s right to receive and retain, to the extent assigned, the distributions, as and when made, and allocations of profits and losses to which the assignor would be entitled, but shall not exercise any other rights of a member, including without limitation the right to vote or otherwise participate in the management and affairs of the limited liability company.

(4)

Except as otherwise provided in ORS 63.229 (Limitations on distribution) and 63.235 (Liability for wrongful distribution), until the assignee of a membership interest becomes a member, the assignee has no liability, duty or obligation as a member solely as a result of the assignment.

(5)

The assignor of all or a portion of a membership interest ceases to be a member with respect to the interest assigned, but is not released from liability as a member accruing or arising prior to assignment solely as a result of the assignment, and is not relieved of any fiduciary duties the assignor otherwise may continue to owe the limited liability company or its remaining members.

(6)

Any otherwise permissible assignment of a membership interest shall be effective as to and binding on the limited liability company only after reasonable notice of and proof of the assignment have been provided to the managers of the limited liability company.

(7)

The pledge of, or granting of a security interest, lien, or other encumbrance in or against all or any portion of the membership interest of a member is not an assignment of the member’s interest. [1993 c.173 §50; 1997 c.646 §5]

Law Review Citations

73 OLR 55 (1994)

Chapter 63

Law Review Citations

30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)


Source

Last accessed
Jun. 26, 2021