(1) The interest of each member in a limited liability company constitutes the personal property of the member and may be assigned or transferred. Unless the assignee or transferee is admitted as a member, the assignee or transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions to which that member would otherwise be entitled and shall have no right to participate in the management of the business and activities of the limited liability company or to become a member.
(2) A member ceases to be a member upon assignment or transfer of all the member's membership interest. A person to whom all of a member's membership interest has been assigned or transferred and who has been admitted as a member has all the rights and powers and is subject to all the restrictions and liabilities of the assignor or transferor with respect to the portion of the membership interest assigned or transferred. The admission of the assignee or transferee releases the assignor or transferor from liability to the limited liability company other than for liabilities under section 7-80-502 or 7-80-606.
(3) A person to whom a portion of a member's membership interest has been assigned or transferred and who has been admitted as a member has all the rights and powers and is subject to all the restrictions and liabilities of the assignor or transferor with respect to the portion of the membership interest assigned or transferred. The admission of the assignee or transferee terminates the assignor's or transferor's rights and powers as a member with respect to the portion of the membership interest assigned or transferred and releases the assignor or transferor from liability to the limited liability company with respect to the portion of the membership interest assigned or transferred other than for liabilities under section 7-80-502 or 7-80-606. Source: L. 90: Entire article added, p. 433, § 1, effective April 18. L. 94: (1) amended, p. 718, § 25, effective July 1. L. 2004: Entire section amended, p. 943, § 14, effective July 1. L. 2006: Entire section amended, p. 861, § 30, effective July 1. L. 2007: (2) amended, p. 227, § 19, effective May 29.
Notes of Decisions
JPMorgan Chase Bank, N.A. v. McClure, 2017 CO 22 (Colo. 2017).
· cites it 4× “See § 7-80-702(1), C.R.S. (2016) (“Unless the assignee or transferee [of an LLC member’s interest] is admitted as a member [of the LLC], the assignee or transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of…”
In Re Albright, 291 B.R. 538 (Bankr.D. Colo. 2003).
· cites it 14× “Colo.Rev.Stat. § 7-80-702 provides (emphasis added): (1) The interest of each member in a limited liability company constitutes the personal property of the member and may be transferred or assigned.”
Prefer v. Pharmnetrx, LLC, 18 P.3d 844 (Colo. Ct. App. 2000).
· cites it 2× “Pursuant to § 7-80-702, C.R.S.2000, if all other members do not approve in writing of the proposed transfer of a member's interest in the company, the transferee has no right to participate in the management of the business and affairs of the company or to become a member of it,…”
Condo v. Conners, 266 P.3d 1110 (Colo. 2011).
· cites it 4× “" § 7-80-702, C.R.S. (2011). But the LLC act is clear that parties may reject its default rules in favor of their own.”
Meyer v. Haskett, 251 P.3d 1287 (Colo. Ct. App. 2010).
“See §§ 7-80-702(1), 7-80-708, C.R.S.2010. "A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash.”
Condo v. Conners, 271 P.3d 524 (Colo. Ct. App. 2010).
· cites it 2× “2 of the operating agreement control over any contrary provisions of the statutes governing limited liability companies, including section 7-80-702(1) and (8). ©The controlling nature of paragraphs 10.”
In re Crossover Fin. I, LLC, 477 B.R. 196 (Bankr.D. Colo. 2012).
· cites it 4× “22 The DeCelles Creditors argue that the Court should simply ignore the language of Colo. Rev. Stat. § 7-80-702 (l)because Colo.”
Diaz v. Fernandez, 910 P.2d 96 (Colo. Ct. App. 1995).
· cites it 3× “Although plaintiffs did not request dissolution of Den-Mex in their complaint, we note that the Colorado Limited Liability Company Act, § 7-80-101, et seq.”
— Colo. Rev. Stat. § 7-80-702(1) — 7 cases
JPMorgan Chase Bank, N.A. v. McClure, 2017 CO 22 (Colo. 2017).
“See § 7-80-702(1), C.R.S. (2016) (“Unless the assignee or transferee [of an LLC member’s interest] is admitted as a member [of the LLC], the assignee or transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of…”
In Re Albright, 291 B.R. 538 (Bankr.D. Colo. 2003).
“Colo.Rev.Stat. § 7-80-702 provides (emphasis added): (1) The interest of each member in a limited liability company constitutes the personal property of the member and may be transferred or assigned.”
Condo v. Conners, 266 P.3d 1110 (Colo. 2011).
“" § 7-80-702, C.R.S. (2011). But the LLC act is clear that parties may reject its default rules in favor of their own.”
Meyer v. Haskett, 251 P.3d 1287 (Colo. Ct. App. 2010).
“See §§ 7-80-702(1), 7-80-708, C.R.S.2010. "A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash.”
Condo v. Conners, 271 P.3d 524 (Colo. Ct. App. 2010).
“2 of the operating agreement control over any contrary provisions of the statutes governing limited liability companies, including section 7-80-702(1) and (8). ©The controlling nature of paragraphs 10.”
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