17300-17304

CORPORATIONS CODE
SECTION 17300-17304




17300.  A membership interest and an economic interest in a limited
liability company constitute personal property of the member or
assignee. A member or assignee has no interest in specific limited
liability company property.


17301.  (a) Except as provided in the articles of organization or
the operating agreement:
   (1) A membership interest or an economic interest is assignable in
whole or in part, provided, however, that no membership interest may
be assigned without the consent of a majority in interest of the
members not transferring their interests, as required pursuant to
Section 17303.
   (2) An assignment of an economic interest does not of itself
dissolve the limited liability company or, other than as set forth in
the articles of organization or operating agreement, entitle the
assignee to vote or participate in the management and affairs of the
limited liability company or to become or exercise any rights of a
member.
   (3) An assignment of an economic interest merely entitles the
assignee to receive, to the extent assigned, the distributions and
the allocations of income, gains, losses, deductions, credit, or
similar items to which the assignor would be entitled.
   (4) Upon the assignment of all or part of an economic interest,
the assignor shall provide the manager or member of the limited
liability company responsible for maintaining its books and records
with the name and address of the assignee, together with details of
the interest assigned. Upon receipt of that notice, the limited
liability company shall amend the list required by paragraph (1) of
subdivision (a) of Section 17058 accordingly. Until the assignee of
that interest becomes a member, the assignor continues to be a member
and to have the power to exercise any rights and powers of a member,
including the right to vote which, in the case of a member who has
assigned his or her or its entire economic interest in the limited
liability company, shall include the right to vote in proportion to
the interest in current profits that the assigning member would have,
had the assignment not been made.
   (b) Except to the extent assumed by agreement, until an assignee
of an economic interest in a limited liability company becomes a
member, the assignee shall have no liability to the limited liability
company under Chapter 5 (commencing with Section 17200) and Chapter
6 (commencing with Section 17250) solely as a result of the
assignment. The assignor of a membership interest is not released
from liability as a member solely as a result of the assignment.
   (c) The pledge of, or granting of, a security interest, lien, or
other encumbrance in or against any or all of the membership interest
of a member shall not cause the member to cease to be a member or to
grant to anyone else the power to exercise any rights or powers of a
member.


17302.  (a) On application by a judgment creditor of a member or of
a member's assignee, a court having jurisdiction may charge the
assignable membership interest of the judgment debtor to satisfy the
judgment. The court may appoint a receiver of the share of the
distributions due or to become due to the judgment debtor in respect
to the limited liability company and may make all other orders,
directions, accounts, and inquiries that the judgment debtor might
have made or that the circumstances of the case may require.
   (b) A charging order constitutes a lien on the judgment debtor's
assignable membership interest. The court may order a foreclosure on
the membership interest subject to the charging order at any time.
The purchaser at the foreclosure sale has the rights of an assignee.
   (c) At any time before foreclosure, a membership interest charged
may be redeemed in any of the following manners:
   (1) By the judgment debtor.
   (2) With property other than property of the limited liability
company by one or more of the other members.
   (3) With property of the limited liability company by one or more
of the other members with the consent of all of the members whose
membership interests are not so charged.
   (d) This section does not deprive any member or assignee of a
membership interest of the benefit of any exemption laws applicable
to the membership interest in the limited liability company.
   (e) This section provides the exclusive remedy by which a judgment
creditor of a member or of a member's assignee may satisfy a
judgment out of the judgment debtor's membership interest in the
limited liability company.



17303.  (a) Except as otherwise provided in the articles of
organization or the operating agreement, an assignee of an interest
in a limited liability company may become a member only if a majority
in interest of the other members vote in favor of the assignee's
admission to the limited liability company as a member.
   (b) An assignee who has become a member has, to the extent
assigned, the rights and powers, and is subject to the restrictions
and liabilities, of a member under the articles of organization, any
operating agreement, and this title. An assignee who becomes a member
also is liable for the obligations of the assignor to make
contributions as provided in Chapter 5 (commencing with Section
17200), and to return any unlawful distributions made to the assignee
under Chapter 6 (commencing with Section 17250) or Chapter 8
(commencing with Section 17350). However, the assignee is not
obligated for liabilities unknown to the assignee at the time the
assignee became a member and that could not be ascertained from the
articles of organization or operating agreement.
   (c) Whether or not an assignee of a membership interest becomes a
member, the assignor is not released from the assignor's liability to
the limited liability company under Chapter 5 (commencing with
Section 17200) and Chapter 6 (commencing with Section 17250).



17304.  (a) If a member who is an individual dies or is adjudged by
a court of competent jurisdiction to be incompetent to manage the
member's person or property, the member's executor, administrator,
guardian, conservator, or other legal representative may exercise all
of the member's rights for the purpose of settling the member's
estate or administering the member's property, including any power
the member had under the articles of organization or an operating
agreement to give an assignee the right to become a member.
   (b) If a member is a corporation, trust, or other entity and is
dissolved or terminated, the powers of that member may be exercised
by its legal representative or successor.