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Can I Assign My LLC Membership?

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Recently I have received several questions about assigning LLC (limited liability company) memberships. Here is a brief summary of California law on this topic.

Section references below have been updated to reflect California’s new LLC law that took effect on January 1, 2014 (see RULLCA Brings New LLC Laws to California in 2014).

The applicable statutes are Corporations Code Sections 17705.01-17705.04. If assignment of membership interests (known as “transferable interests” under RULLCA) is not covered in the LLC’s Articles of Organization or Operating Agreement, the the following statutory provisions apply:

  • A transferable interest may be assigned in whole or in part (Section 17705.02(a)(1)).
  • The LLC need not give effect to a transferee’s rights until it has notice of the transfer (Section 17705.02(e)).

Read all posts that discuss LLCs.

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Dana H. Shultz, Attorney at Law  +1 510 547-0545  dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

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  1. 7/27/2010 | 5:33 pm Permalink

    Would be great if you could follow up and let us know what are the tax implications of such an assignment. Thanks!