§1330. Assignment of membership interest
A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part. An assignment of a membership interest shall not entitle the assignee to become or to exercise any rights or powers of a member until such time as he is admitted in accordance with the provisions of this Chapter. An assignment shall entitle the assignee only to receive such distribution or distributions, to share in such profits and losses, and to receive such allocation of income, gain, loss, deduction, credit, or similar item to which the assignor was entitled to the extent assigned.
B. Unless otherwise provided in the articles of organization or an 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.
C. Unless otherwise provided in a written operating agreement and except to the extent assigned 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 such assignment.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
Notes of Decisions
Bourbon Investments, LLC v. New Orleans Equity LLC, 207 So. 3d 1088 (La. Ct. App. 2016).
· cites it 5× “R.S. 12:1330 provides that a membership interest in a limited liability company is assignable, but such assignment entitles the assignee to only “receive such distribution or distributions, to share in such profits and losses, and to receive such allocation of income, gain,…”
Kinkle v. RDC, LLC, 889 So. 2d 405 (La. Ct. App. 2004).
· cites it 2× “R.S. 12:1330(A): Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part.”
Green Clinic, L.L.C. v. Finley, 30 So. 3d 1094 (La. Ct. App. 2010).
· cites it 2× “R.S. 12:1330(A). Assignment of a membership interest does not automatically make the assignee a member.”
Grosjean v. Grosjean, 50 So. 3d 233 (La. Ct. App. 2010).
· cites it 3× “R.S. 12:1330 and 1332(A). Any technical label of merger, conversion or buy-out which might be placed upon the 1995 transaction between the Partnership and the LLC has primary relevance for understanding the mutual intent of the founding members of the newly formed limited…”
Schauf v. Schauf, 247 So. 3d 172 (La. Ct. App. 2018).
“R.S. 12:1330(A). The rule treating a decedent member's legal representative as an assignee of the decedent's interest may be problematic.”
In re McCalmont, 261 So. 3d 903 (La. Ct. App. 2018).
· cites it 2× “R.S. 12:1330. In the absence of such an agreement, the default provisions of the Louisiana Limited Liability Companies Act govern.”
In re McCalmont, 261 So. 3d 903 (La. Ct. App. 2018).
· cites it 2× “R.S. 12:1330. In the absence of such an agreement, the default provisions of the Louisiana Limited Liability Companies Act govern.”
Labby v. Labby Mem'l Enter. L L C, No. 2:18-cv-01388, 2020 WL 5742539 (W.D. La. Sept. 24, 2020).
“means a member’s rights in a limited liability company, collectively, including the member’s share of the profits and losses of the limited liability company, the rights to receive distribution of the limited liability company’s assets, and any right to vote or participate in…”
La. Rev. Stat. § 12:1330(A): 7 cases
Kinkle v. RDC, LLC, 889 So. 2d 405 (La. Ct. App. 2004).
“R.S. 12:1330(A): Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part.”
Green Clinic, L.L.C. v. Finley, 30 So. 3d 1094 (La. Ct. App. 2010).
“R.S. 12:1330(A). Assignment of a membership interest does not automatically make the assignee a member.”
Schauf v. Schauf, 247 So. 3d 172 (La. Ct. App. 2018).
“R.S. 12:1330(A). The rule treating a decedent member's legal representative as an assignee of the decedent's interest may be problematic.”
Grosjean v. Grosjean, 50 So. 3d 233 (La. Ct. App. 2010).
“R.S. 12:1330 and 1332(A). Any technical label of merger, conversion or buy-out which might be placed upon the 1995 transaction between the Partnership and the LLC has primary relevance for understanding the mutual intent of the founding members of the newly formed limited…”
La. Rev. Stat. § 12:1330(A)(16): 1 case
Kinkle v. RDC, LLC, 889 So. 2d 405 (La. Ct. App. 2004).
“R.S. 12:1330(A): Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part.”
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