Under default New York law, an assignment of a limited liability company membership interest does not dissolve the LLC. LLCL ยง 603(a)(2). However, the operating agreement can override this default. LLCL ยง 603(a).
The following clause comes from an LLC operating agreement I reviewed. It demonstrates how an LLC can opt out of the default rule by treating an assignment of a membership interest as a dissolution event:
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- Forms
- Assignment
- Dissolution
- Limited Liability Company
- NY LLCL 603
- Operating Agreement
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Hani Sarji
New York lawyer who cares about people, is fascinated by technology, and is writing his next book, Estate of Confusion: New York.
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