The property of an LLC may be transferred by an instrument of
transfer executed by any owner in the name of the LLC, unless management
is vested in managers, in which case the document of transfer shall
be executed by a manager, subject to any limitation that may be imposed
by the operating agreement.
An LLC interest is personal property.
A.
Unless otherwise provided in the operating agreement:
(1)
An LLC interest is assignable in whole or in part.
(2)
An assignment of an LLC interest entitles the assignee to receive
only the distributions and to share in the allocations of profits
and losses to which the assignee would be entitled with respect to
the assigned interest.
(3)
An assignment of an LLC interest does not dissolve the LLC.
(4)
Unless and until the assignee becomes an owner of the LLC under § 4.2-45, the assignment of an LLC interest does not entitle the assignee to participate in the management or exercise rights of an owner.
(5)
Unless and until the assignee of an LLC interest becomes an owner of the LLC under § 4.2-45, the assignor continues to be an owner.
(6)
The assignor of an LLC interest is not released from any personal
liability arising under this chapter as an owner of the LLC solely
as a result of the assignment.
B.
Unless otherwise provided in the operating agreement, the granting
of a security interest, lien, or other encumbrance in or against any
or all of an owner's LLC interest is not assignable and shall
not cause the owner to cease to have the power to exercise any rights
or powers of an owner.
Upon application to a court of competent jurisdiction, including
a court other than the Tribal Court having valid jurisdiction over
an owner, by any judgment creditor of the owner, the court may charge
the LLC interest of any owner (other than the Band) with payment of
the unsatisfied amount of the judgment. To the extent so charged,
the judgment creditor has only the rights of an assignee of the owner's
LLC interest in distributions made by the LLC to owners and other
assigned interest holders in the usual course of business. This section
does not deprive any owner of the benefit of any exemption laws applicable
to the LLC interest. In no event shall the Band's interest be
attachable in abrogation of its sovereign immunity.
A.
Unless otherwise provided in the operating agreement, an assignee
of an LLC interest may become an owner only if the other owners unanimously
consent.
B.
An assignee of an LLC interest who becomes an owner has, to the extent
assigned, the rights and powers and is subject to the restrictions
and liabilities of the assignor under the operating agreement and
this chapter.
C.
Unless otherwise provided in the operating agreement, an assignor
of an LLC interest is not released from any liability to the LLC without
the written consent of all the owners, whether or not the assignee
becomes an owner.
If an owner who is an individual dies or a court of competent
jurisdiction adjudges the owner to be incompetent to manage his or
her person or property, the owner's personal representative,
administrator, guardian, conservator, trustee, or other legal representative
shall have all the rights of an assignee of the owner's interest.
If an owner is a corporation, trust, partnership, limited liability
company, or other entity and is dissolved or terminated, the powers
of that owner may be exercised by its legal representative or successor.
