1. Subject to section 489.503, subsection 6, for a transfer, in whole or in part, allof the following applies to a transferable interest: a. Itis permissible. b. Itdoes not by itselfcause a person’s dissociation as a member or a dissolution and winding up of the limited liability company’s activities and affairs. c. Subject to section 489.504, itdoes not entitle the transferee to do any of the following: (1) Participate in the management or conduct of the limited liabilitycompany’s activities and affairs. (2) Except as otherwise provided in subsection 3, have access to records or other information concerning the limited liabilitycompany’s activities and affairs. 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 liabilitycompany, a transferee isentitled 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 a 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 limitedliabilitycompanyneed not give effect to a transferee’s rights under this section until the company knows or 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 ifthe intended transferee has knowledge or notice of the restriction at the time of transfer. 7. Except as otherwise provided in section 489.602, subsection 5, paragraph “b”, ifa member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all duties and obligations of a member. 8. Ifa member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee isliable for the member’s obligations under sections 489.403 and 489.406 known to the transferee when the transferee becomes a member.
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