MICHIGAN LIMITED LIABILITY COMPANY ACT
Act 23 of 1993
450.4506 Assignee of membership interest; conditions for membership; rights and powers; liability for obligations of assignor.
Sec. 506.
(1) Unless otherwise provided in an operating agreement, an assignee of a membership interest in a limited liability company that has more than 1 member may become a member only upon a unanimous vote of the members entitled to vote. An assignee of a membership interest in a limited liability company that has 1 member may become a member in accordance with the terms of the agreement between the member and the assignee.
(2) An assignee that becomes a member of a limited liability company has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, an operating agreement, and this act. An assignee that becomes a member also is liable for any obligations the assignor has to make contributions and to return distributions under sections 302 and 308(3). An assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a member unless the liabilities are shown on the financial records of the limited liability company.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
Notes of Decisions
Cited in
8
cases (
5 in the last 5 years), 2015–2026 · leading case:
In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015).
In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015).
· cites it 3× “” See Mich. Comp. Laws § 450.4506 (1). 34 This clearly shows *414 two things: (1) that the term “a limited liability company” as used in the Act, including in the charging-order section, § 450.”
Allen & Allen Props. LLC v. Jason Smith (Mich. Ct. App. 2024).
· cites it 2× “4501(2)(b) and MCL 450.4506(1). But MCL 450.4506(1) states, in pertinent part, “Unless otherwise provided in an operating agreement, an assignee of a membership interest in a limited liability company that has more than 1 member may become a member only upon a unanimous vote of…”
Value Save Prop. LLC v. Wisam Sattam (Mich. Ct. App. 2026).
· cites it 2× “(b) If the person is an assignee of a membership interest, as provided in [MCL 450.4506]. (c) If the person is becoming a member of a surviving limited liability company as the result of a merger or conversion approved under this act, as provided in the plan of merger or plan of…”
Alter Domus (US) LLC v. Winget (E.D. Mich. 2024).
“Laws § 450.4506 . And the statutory scheme provides explicitly that “a judgment creditor of a member that obtains a charging order does not become a member of the limited liability company .”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025).
“(b) If the person is an assignee of a membership interest, as provided in [MCL 450.4506]. -4- (c) If the person is becoming a member of a surviving limited liability company as the result of a merger or conversion approved under this act, as provided in the plan of merger or…”
Est. of James D Branch v. Kevin Rudolph (Mich. Ct. App. 2025).
“-4- (b) If the person is an assignee of a membership interest, as provided in [MCL 450.4506]. (c) If the person is becoming a member of a surviving limited liability company as the result of a merger or conversion approved under this act, as provided in the plan of merger or…”
— Mich. Comp. Laws § 450.4506(1) — 2 cases
In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015).
“” See Mich. Comp. Laws § 450.4506 (1). 34 This clearly shows *414 two things: (1) that the term “a limited liability company” as used in the Act, including in the charging-order section, § 450.”
Allen & Allen Props. LLC v. Jason Smith (Mich. Ct. App. 2024).
“4501(2)(b) and MCL 450.4506(1). But MCL 450.4506(1) states, in pertinent part, “Unless otherwise provided in an operating agreement, an assignee of a membership interest in a limited liability company that has more than 1 member may become a member only upon a unanimous vote of…”
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