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Limited Liability Company

Membership Interests

A member of an LLC possesses a membership interest, which usually includes only an economic interest. A membership interest is considered PERSONAL PROPERTY and may be freely transferred to nonmembers or to other members. The membership interest usually does not include any right to participate in the management of the LLC. Accordingly, if a member assigns or sells a membership interest to another person, that other person typically receives only the right to the assigning member's share of profits in the LLC. Persons who receive a membership interest are not able to participate as voting members or managers unless they are admitted as new members.

State law and an LLC's operating agreement or articles of organization provide the circumstances under which a person may be admitted as a new member. These circumstances vary. Usually the admission of a new member requires the consent of existing members, and in most cases the consent must be unanimous. In some cases the articles of organization do not allow for admission of new members. In others the recipient of a membership interest may be automatically admitted as a new member.

Additional topics

Law Library - American Law and Legal InformationFree Legal Encyclopedia: Legislative Veto to Lloyd'sLimited Liability Company - History, Formation, Structure, Operating Agreement, Membership Interests, Member Contributions, Liability, Records And Books