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Statutes Text

Article - Corporations and Associations




§4A–601.

    (a)    A person becomes a member of a limited liability company at:

        (1)    The time the limited liability company is formed;

        (2)    A later time specified in the operating agreement; or

        (3)    The time specified in § 4A–902(b)(1) of this title relating to continuation of the limited liability company after there are no remaining members.

    (b)    After the formation of a limited liability company, a person may be admitted as a member:

        (1)    In the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the unanimous consent of the members;

        (2)    In the case of an assignee of the economic interest of a member, only as provided in § 4A–604 of this subtitle; or

        (3)    In the case of a personal representative or successor to the last remaining member who is not an assignee of the last remaining member, as provided in § 4A–902(b)(1) of this title.

    (c)    Unless otherwise agreed, a person may be admitted as a member of a limited liability company and may be the sole member of a limited liability company without:

        (1)    Making a capital contribution to the limited liability company;

        (2)    Being obligated to make a capital contribution to the limited liability company; or

        (3)    Acquiring an economic interest in the limited liability company.