Rhode Island § 7-16-36 - The Rhode Island Limited Liability Company Act

§ 7-16-36. Right of assignee to become a member.

(a) Except as otherwise provided in a written operating agreement, an assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, but in the absence of specification, consent is evidenced by a written instrument, dated and signed by the member, or evidenced by a vote taken at a meeting of the members called in accordance with the operating agreement and maintained with the records of the limited liability company.

(b) An assignee who becomes 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 chapter.

(c) An assignee who becomes a member is liable for any obligations of the assignor to make contributions and to return distributions under this chapter.

(d) 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 § 7-16-25 and § 7-16-32.