A. Except as otherwise provided in the articles of organization or an operating agreement, an assignee may become a member only if the other members unanimously consent. Such consent shall be evidenced in the manner specified in the articles of organization or an operating agreement; however, in the absence of such specification, such consent shall be evidenced by an instrument, dated and signed by the other members.
B. An assignee who becomes a member has the rights and powers, and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement and the Limited Liability Company Act. An assignee who becomes a member shall not be liable for the obligations of his assignor under that act to make contributions and to return distributions, except to the extent that the assignor and assignee agree that the assignee is so liable. The assignee shall not, however, be obligated as a result of his agreement with his assignor for liabilities of which the assignee had no knowledge at the time the assignee became a member and which could not be ascertained from the articles of organization or an operating agreement.
C. Whether or not an assignee becomes a member, the assignor is not released from his liability pursuant to Section 21 [53-19-21 NMSA 1978] of the Limited Liability Company Act to make contributions to the limited liability company unless all members consent in writing to such a release.
D. A member who assigns his entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of his interest becomes a member as provided in Subsection A of this section.
History: Laws 1993, ch. 280, ยง 33.
Structure 2021 New Mexico Statutes
Article 19 - Limited Liability Companies
Section 53-19-1 - Short title.
Section 53-19-2 - Definitions.
Section 53-19-4 - Reservation of name.
Section 53-19-5 - Registered office and registered agent; change of principal place of business.
Section 53-19-6 - Nature and duration of business.
Section 53-19-8 - Articles of organization.
Section 53-19-10 - Effect of filing of articles of organization.
Section 53-19-11 - Amendment and restatement of articles of organization.
Section 53-19-12 - Execution of documents.
Section 53-19-13 - Liability of members and managers to third parties.
Section 53-19-14 - Parties to actions.
Section 53-19-15 - Management by members or managers.
Section 53-19-16 - Liabilities and duties of managers and members.
Section 53-19-18 - Indemnification of members and managers.
Section 53-19-19 - Records and information.
Section 53-19-20 - Contributions to capital; certificates of membership interest.
Section 53-19-21 - Liability for contribution.
Section 53-19-22 - Sharing of profits and losses.
Section 53-19-23 - Sharing of interim distributions.
Section 53-19-24 - Distribution on event of dissociation.
Section 53-19-25 - Withdrawals of capital and distributions in kind.
Section 53-19-26 - Wrongful distributions.
Section 53-19-27 - Liability upon wrongful distribution.
Section 53-19-28 - Right to distribution.
Section 53-19-29 - Ownership of property by the limited liability company.
Section 53-19-30 - Transfer of property of limited liability company.
Section 53-19-31 - Nature of membership interest.
Section 53-19-32 - Assignment of interests.
Section 53-19-33 - Right of assignee to become a member.
Section 53-19-34 - Interest of a deceased, incompetent or terminated member.
Section 53-19-35 - Rights of judgment creditor of member.
Section 53-19-36 - Admission of members.
Section 53-19-37 - Voluntary withdrawal of members.
Section 53-19-38 - Events of dissociation.
Section 53-19-39 - Dissolution.
Section 53-19-40 - Judicial dissolution.
Section 53-19-41 - Articles of dissolution.
Section 53-19-42 - Winding up.
Section 53-19-43 - Power of managers or members after dissolution.
Section 53-19-44 - Distribution of assets.
Section 53-19-45 - Known claims against dissolved limited liability company.
Section 53-19-46 - Unknown claims against dissolved limited liability company.
Section 53-19-47 - Laws governing foreign limited liability company.
Section 53-19-48 - Registration.
Section 53-19-49 - Issuance of registration.
Section 53-19-51 - Amended certificate of registration.
Section 53-19-52 - Cancellation of registration.
Section 53-19-53 - Transaction of business without registration.
Section 53-19-54 - Transactions not constituting transacting business.
Section 53-19-55 - Service of process.
Section 53-19-56 - Action by attorney general.
Section 53-19-57 - Suits by and against the limited liability company.
Section 53-19-58 - Authority to sue on behalf of limited liability company.
Section 53-19-59 - Conversions and mergers; definitions.
Section 53-19-61 - Conversions and mergers; effect of conversion.
Section 53-19-62 - Conversions and merger of entities.
Section 53-19-62.1 - Conversion and mergers; articles of merger.
Section 53-19-62.2 - Conversions and mergers; effect of merger.
Section 53-19-62.3 - Conversion and mergers; non-exclusivity.
Section 53-19-63 - Filing, service and copying fees.
Section 53-19-64 - Execution by judicial act.
Section 53-19-65 - Rules of construction.
Section 53-19-66 - Powers of commission [secretary of state].
Section 53-19-66.1 - Administrative revocation.
Section 53-19-66.2 - Reinstatement following administrative revocation.
Section 53-19-67 - Appeal from commission [secretary of state].
Section 53-19-68 - Issuance of certificate of good standing and compliance.
Section 53-19-69 - Certificates and certified copies to be received in evidence.
Section 53-19-70 - Forms furnished by the commission [secretary of state].
Section 53-19-71 - Application to existing limited liability companies.
Section 53-19-72 - Application to foreign and interstate commerce.
Section 53-19-73 - Reservation of power.
Section 53-19-74 - Commission's [secretary of state's] retention of records.