Michigan Compiled Laws
Mich. Comp. Laws § 450.4505 (2026)
Membership interest; assignment; liability of assignee; assignor as member; liability of assignor not released.
✓ current as of July 2026
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MICHIGAN LIMITED LIABILITY COMPANY ACT
Act 23 of 1993
450.4505 Membership interest; assignment; liability of assignee; assignor as member; liability of assignor not released.
Sec. 505.
(1) Except as provided in an operating agreement, a membership interest is assignable in whole or in part.
(2) An assignment of a membership interest does not of itself entitle the assignee to participate in the management and affairs of a limited liability company or to become or exercise any rights of a member. An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled.
(3) Unless otherwise provided in an operating agreement and except to the extent assumed by agreement, an assignee has no liability as a member solely as a result of the assignment.
(4) Except as provided in an operating agreement, a member ceases to be a member when the member's entire membership interest is assigned. The assignor is not released from any liability to the company under sections 302 and 308 even if the assignee becomes a member.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
Notes of Decisions
Cited in 8
cases (4 in the last 5 years), 2017–2023 · leading case: Lapeer Aviation, Inc. (Bankr. E.D. Mich. 2022).
Lapeer Aviation, Inc. (E.D. Mich. 2022). “The Court has jurisdiction to hear appeals of bankruptcy cases 1Per Michigan Compiled Laws § 450.4505(2), it was not necessary for Kopczyk to obtain Jennings’ consent after the transfer because “an assignment of a membership interest does not of itself entitle the assignee to…”
CG Acquisitions, LLC (E.D. Mich. 2022). “”1 ANALYSIS 1 Per Michigan Compiled Laws § 450.4505(2), it was not necessary for Kopczyk to obtain Jennings’ consent after the transfer because “an assignment of a membership interest does not of itself entitle the assignee to participate in the management and affairs of a…”
Lapeer Aviation, Inc. (Bankr. E.D. Mich. 2022). “§ 450.4505. Consequently, Mr. Kopczyk, as sole remaining member of CG Acquisitions, had the requisite authority to place Debtors into bankruptcy and the Court denied the motion to dismiss.”
Lapeer Aviation, Inc. (Bankr. E.D. Mich. 2023). “MCL § 450.4505(4). (Docket No. 61, Bench Opinion, Transcript pp.”
Theodore J Dorr v. Wbm LLC (Mich. Ct. App. 2017). “Pursuant to MCL 450.4505(4), “a member ceases to be a member when the member's entire membership interest is assigned.”
Theodore J Dorr v. Wbm LLC (Mich. Ct. App. 2017). “Pursuant to MCL 450.4505(4), “a member ceases to be a member when the member's entire membership interest is assigned.”
in the Matter of Soble Fam. Trust (Mich. Ct. App. 2017). “(e) A transferee who does not become a member is entitled to: (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) receive, upon dissolution and winding up of the limited liability company’s business: 2 We note…”
in the Matter of Soble Fam. Trust (Mich. Ct. App. 2017). “(e) A transferee who does not become a member is entitled to: (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) receive, upon dissolution and winding up of the limited liability company’s business: 2 We note…”
Mich. Comp. Laws § 450.4505(2): 2 cases
Lapeer Aviation, Inc. (E.D. Mich. 2022). “The Court has jurisdiction to hear appeals of bankruptcy cases 1Per Michigan Compiled Laws § 450.4505(2), it was not necessary for Kopczyk to obtain Jennings’ consent after the transfer because “an assignment of a membership interest does not of itself entitle the assignee to…”
CG Acquisitions, LLC (E.D. Mich. 2022). “”1 ANALYSIS 1 Per Michigan Compiled Laws § 450.4505(2), it was not necessary for Kopczyk to obtain Jennings’ consent after the transfer because “an assignment of a membership interest does not of itself entitle the assignee to participate in the management and affairs of a…”
Mich. Comp. Laws § 450.4505(4): 5 cases
Lapeer Aviation, Inc. (Bankr. E.D. Mich. 2023). “MCL § 450.4505(4). (Docket No. 61, Bench Opinion, Transcript pp.”
Theodore J Dorr v. Wbm LLC (Mich. Ct. App. 2017). “Pursuant to MCL 450.4505(4), “a member ceases to be a member when the member's entire membership interest is assigned.”
Theodore J Dorr v. Wbm LLC (Mich. Ct. App. 2017). “Pursuant to MCL 450.4505(4), “a member ceases to be a member when the member's entire membership interest is assigned.”
Lapeer Aviation, Inc. (E.D. Mich. 2022). “The Court has jurisdiction to hear appeals of bankruptcy cases 1Per Michigan Compiled Laws § 450.4505(2), it was not necessary for Kopczyk to obtain Jennings’ consent after the transfer because “an assignment of a membership interest does not of itself entitle the assignee to…”
CG Acquisitions, LLC (E.D. Mich. 2022). “”1 ANALYSIS 1 Per Michigan Compiled Laws § 450.4505(2), it was not necessary for Kopczyk to obtain Jennings’ consent after the transfer because “an assignment of a membership interest does not of itself entitle the assignee to participate in the management and affairs of a…”
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