Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322C.0502. Transfer of transferable interest

Subdivision 1.Transfers. A transfer, in whole or in part, of a transferable interest:

Subd. 2.Transferee right to distributions. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

Subd. 3.Transferee right to an account. 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.

Subd. 4. Evidence of interest. 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. Such an interest is not a security, as that term is defined insection 336.8-102, paragraph (a), clause (15), unless the conditions specified insection 336.8-103, paragraph (c), are satisfied.

Subd. 5.Company notice required. A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.

Subd. 6.Violative transfers ineffective. 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.

Subd. 7.Rights retained. Except as otherwise provided insection 322C.0602, clause (4), item (ii), 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.

Subd. 8.Transferee liability. 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 undersections 322C.0403and322C.0406, subdivision 3, known to the transferee when the transferee becomes a member.