(1) A transfer, in whole or in part, of a transferable interest: (a) Is permissible, provided however, that the transfer of a transferable interest in a professional company is not permissible absent compliance with section 30-6-201A (7), Idaho Code; (b) Does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (c) Subject to section 30-6-504 , Idaho Code, does not entitle the transferee to: (i) Participate in the management or conduct of the company's activities; or (ii) Except as otherwise provided in subsection (3) of this section, have access to records or other information concerning the company's activities. (2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. (4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (5) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. (6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. (7) Except as otherwise provided in section 30-6-602 (4)(b), Idaho Code, when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. (8) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under sections 30-6-403 and 30-6-406 (3), Idaho Code, known to the transferee when the transferee becomes a member.
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