(b) An assignee who has become a member has, to the extent assigned,
the rights, powers, preferences and limitations and is subject to the
restrictions and liabilities, of a member under the articles of
organization, the operating agreement and this chapter. Notwithstanding
the foregoing, unless otherwise provided in the operating agreement, an
assignee who becomes a member is liable for the obligations of his or
her assignor to make contributions as provided in section five hundred
two of this chapter, but shall not be liable for the obligations of his
or her assignor under sections six hundred six and five hundred eight of
this chapter. However, the assignee is not obligated for (i)
liabilities, including the obligations of his or her assignor to make
contributions as provided in section five hundred two of this chapter,
unknown to the assignee at the time he or she becomes a member and that
could not be ascertained from the operating agreement or (ii) any
accrued liabilities of the assignor at the time of assignment unless the
assignee specifically assumes such liabilities.
Structure New York Laws
LLC - Limited Liability Company Law
Article 6 - Members and Membership
601 - Nature of Membership Interest.
603 - Assignment of Membership Interest.
604 - Rights of Assignee to Become a Member.
605 - Liability Upon Assignment.
607 - Rights of Creditors of Members.
608 - Powers of Estate of a Deceased or Incompetent Member.
609 - Liability of Members, Managers and Agents.
611 - Business Transactions of a Member With the Limited Liability Company.