Guam § 15117 - (B). Assignment of Membership Interest or

§ 15117. (B). Assignment of Membership Interest or

Economic Interest; Pledge or Lien Against Membership

Interest.

(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

unanimous vote of members required pursuant to

Subsection 15117 (D).

(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 agree-

ment, 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

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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 § 15115 (K) 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 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 § 15113 and § 15116 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.