TITLE 30

CORPORATIONS

CHAPTER 25

LIMITED LIABILITY COMPANIES

PART 5

TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

30-25-502.  TRANSFER OF TRANSFERABLE INTEREST. (a) Subject to section 30-25-503(f), Idaho Code, a transfer, in whole or in part, of a transferable interest:

(1)  Is permissible, except the transfer of a transferable interest in a professional entity is not permissible without compliance with section 30-21-901(i), Idaho Code;

(2)  Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and

(3)  Subject to section 30-25-504, Idaho Code, does not entitle the transferee to:

(A)  Participate in the management or conduct of the company’s activities and affairs; or

(B)  Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company’s activities and affairs.

(b)  A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c)  In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.

(d)  A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e)  A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer.

(f)  A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.

(g)  Except as otherwise provided in section 30-25-602(5)(B), Idaho Code, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

(h)  If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under sections 30-25-403 and 30-25-406, Idaho Code, known to the transferee when the transferee becomes a member.

History:

[30-25-502, added 2015, ch. 243, sec. 47, p. 887.]