Guam § 15117 - (D). Membership of Assignee.

§ 15117. (D). Membership of Assignee.

(a) Except as otherwise provided in the articles of

organization or the operating agreement, an assignee of an

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interest in a limited liability company may become a member

only if the other members unanimously 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 § 15113,

and to return any unlawful distributions made to the assignee

under § 15116. 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 '§

15113 and 15116.