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General Laws

Section 41. (a) An assignee of a limited liability company interest may become a member:

(1) upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or

(2) upon compliance with any procedure provided for in a written operating agreement.

(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the operating agreement, an assignee who becomes a member is liable for the obligations of his assignor to make contributions as provided in section twenty-eight, but shall not be liable for the obligations of his assignor under section thirty-five. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in section twenty-eight, unknown to the assignee at the time he became a member and which could not be ascertained from the operating agreement.

(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his liability to a limited liability company under sections thirty-one to thirty-seven, inclusive.

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