Michigan Compiled Laws
Article 5 - (450.4501...450.4515)
Section 450.4505 - Membership Interest; Assignment; Liability of Assignee; Assignor as Member; Liability of Assignor Not Released.

Sec. 505.
(1) Except as provided in an operating agreement, a membership interest is assignable in whole or in part.
(2) An assignment of a membership interest does not of itself entitle the assignee to participate in the management and affairs of a limited liability company or to become or exercise any rights of a member. An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled.
(3) Unless otherwise provided in an operating agreement and except to the extent assumed by agreement, an assignee has no liability as a member solely as a result of the assignment.
(4) Except as provided in an operating agreement, a member ceases to be a member when the member's entire membership interest is assigned. The assignor is not released from any liability to the company under sections 302 and 308 even if the assignee becomes a member.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 23 of 1993 - Michigan Limited Liability Company Act (450.4101 - 450.5200)

Article 5 - (450.4501...450.4515)

Section 450.4501 - Members; Admission; Liability for Acts, Debts, or Obligations.

Section 450.4502 - Members; Voting Rights.

Section 450.4503 - Members; Obtaining Certain Financial Statements and Tax Returns; Inspecting and Copying Records; Obtaining Other Information; Formal Accounting of Company's Affairs.

Section 450.4504 - Membership Interest as Personal Property.

Section 450.4505 - Membership Interest; Assignment; Liability of Assignee; Assignor as Member; Liability of Assignor Not Released.

Section 450.4506 - Assignee of Membership Interest; Conditions for Membership; Rights and Powers; Liability for Obligations of Assignor.

Section 450.4507 - Charging Membership Interest With Payment of Judgment; Rights of Judgment Creditor; Rights and Powers of Member; Charging Order as Lien on Membership Interest; Section as Exclusive Remedy.

Section 450.4508 - Encumbrance Against Membership Interest; Effect.

Section 450.4509 - Withdrawal of Member; Distribution; Expulsion.

Section 450.4510 - Commencement and Maintenance of Civil Suit by Company; Conditions.

Section 450.4511 - Investigation of Allegations; Stay of Derivative Proceeding.

Section 450.4512 - Dismissal of Derivative Proceeding; Findings; Burden of Proof; Determination; “Disinterested” Defined.

Section 450.4513 - Discontinued or Settled Derivative Proceeding; Court Approval Required; Notice; Expense.

Section 450.4514 - Termination of Derivative Proceeding; Court Order.

Section 450.4515 - Action in Circuit Court; Grounds; Order or Grant of Relief; “Willfully Unfair and Oppressive Conduct” Defined.