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Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-16-35. Assignment of membership interest

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) Unless otherwise provided in the articles of organization or a written operating agreement:

(1) A membership interest is assignable in whole or in part;

(2) An assignment of a membership interest does not of itself dissolve a limited-liability company or entitle the assignee to participate in the management and affairs of the limited-liability company or to become a member or to exercise any rights or powers of a member;

(3) An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;  and

(4) A member ceases to be a member and to have the power to exercise any rights or powers of a member on assignment of all of the member's membership interest.

(b) Unless otherwise provided in the articles of organization or an operating agreement, 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 is not deemed an assignment of a membership interest.

(c) Unless otherwise provided in the articles of organization or an operating agreement and except to the extent provided in a written agreement signed by an assignee, until an assignee of a membership interest becomes a member, the assignee has no liability as a member solely as a result of the assignment.

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Cite this article: FindLaw.com - Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-16-35. Assignment of membership interest - last updated January 01, 2026 | https://codes.findlaw.com/ri/title-7-corporations-associations-and-partnerships/ri-gen-laws-sect-7-16-35/

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