New Jersey § 42:2c-42
Full text of New Jersey New Jersey Statutes § 42:2c-42, with citation guidance and answers to common questions.
§ 42:2c-42.
Transfer of Transferable Interest. a. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding
up of the limited liability company's activities; and (3) subject to section 44 of this act, 1 does not entitle the transferee to: (a) participate in the management or conduct of the company's activities; or (b) except as otherwise provided in subsection c. of this section, have access to
records or other information concerning the company's activities. b. A transferee has the right to receive, in accordance with the transfer, distributions
to which the transferor would otherwise be entitled. c. In a dissolution and winding up of a limited liability company, a transferee is
entitled to an account of the company's transactions only from the date of dissolution. d. A transferable interest may be evidenced by a certificate of the interest issued
by the limited liability company in a record, and, subject to this section, the interest
represented by the certificate may be transferred by a transfer of the certificate. e. A limited liability company need not give effect to a transferee's rights under
this section until the company has notice of the transfer. f. A transfer of a transferable interest in violation of a restriction on transfer
contained in the operating agreement is ineffective as to a person having notice of
the restriction at the time of transfer. g. Except as otherwise provided in paragraph (2) of subsection d. of section 46 of
this act, 2 when a member transfers a transferable interest, the transferor retains the rights
of a member other than the interest in distributions transferred and retains all duties
and obligations of a member. h. When a member transfers a transferable interest to a person that becomes a member
with respect to the transferred interest, the transferee is liable for the member's
obligations known to the transferee when the transferee becomes a member. 1
L.2012, c. 50 (N.J.S.A. § 42:2C-44). 2
L.2012, c. 50 (N.J.S.A. § 42:2C-46).
Frequently Asked Questions About New Jersey § 42:2c-42
What does New Jersey Statutes § 42:2c-42 cover?
Section 42:2c-42 is part of the New Jersey Statutes, the codified statutory law of New Jersey. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New Jersey § 42:2c-42?
A common citation format is "New Jersey Statutes § 42:2c-42" (New Jersey). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New Jersey law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New Jersey official source linked on this page or consult a licensed New Jersey attorney.
How does New Jersey § 42:2c-42 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New Jersey can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New Jersey.