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The Florida Senate

2012 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 608 LIMITED LIABILITY COMPANIES Entire Chapter
SECTION 432
Assignment of member’s interest.
F.S. 608.432
608.432 Assignment of member’s interest.—
(1) A limited liability company interest is assignable in whole or in part except as provided in the articles of organization or operating agreement. The assignee of a member’s interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in the articles of organization or operating agreement and upon:
(a) The approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or
(b) Compliance with any procedure provided for in the articles of organization or operating agreement.
(2) Unless otherwise provided in the articles of organization or operating agreement:
(a) An assignment of a membership interest does not entitle the assignee to become or to exercise any rights or powers of a member;
(b) An assignment of a membership interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
(c) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the membership interest of such member. Unless otherwise provided in the articles of organization or 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 shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
(3) The articles of organization or operating agreement may provide that a member’s interest in a limited liability company may be evidenced by a certificate of membership interest issued by the limited liability company.
(4) Unless otherwise provided in the articles of organization or operating agreement and except to the extent assumed by agreement, until an assignee of a membership interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
(5) Unless otherwise provided in the articles of organization or operating agreement, a limited liability company may acquire, by purchase, redemption, or otherwise, any membership interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the articles of organization or operating agreement, any such interest so acquired by the limited liability company shall be deemed canceled.
History.—s. 2, ch. 82-177; s. 33, ch. 93-284; s. 55, ch. 97-102; s. 1, ch. 99-315; s. 22, ch. 2002-272.