SLS 12RS-70 ORIGINAL
Page 1 of 2
Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions.
Regular Session, 2012
SENATE BILL NO. 279
BY SENATOR LAFLEUR
LIMIT LIABILITY COMPANY. Prohibits an assignee of a membership interest in a
limited liability company from actions causing dissolution of the limited liability company.
(8/1/12)
AN ACT1
To amend and reenact R.S. 12:1330(A), relative to limited liability companies; to provide2
for assignment of membership interests; to prohibit an assignee from actions causing3
dissolution; and to provide for related matters.4
Be it enacted by the Legislature of Louisiana:5
Section 1. R.S. 12:1330(A) is hereby amended and reenacted to read as follows: 6
ยง1330. Assignment of membership interest 7
A. Unless otherwise provided in the articles of organization or an operating8
agreement, a membership interest shall be assignable in whole or in part. An9
assignment of a membership interest shall not entitle the assignee to become or to10
exercise any rights or powers of a member, including dissolution, until such time11
as he is admitted in accordance with the provisions of this Chapter. An assignment12
shall entitle the assignee only to receive such distribution or distributions, to share13
in such profits and losses, and to receive such allocation of income, gain, loss,14
deduction, credit, or similar item to which the assignor was entitled to the extent15
assigned.16
* * *17 SB NO. 279
SLS 12RS-70 ORIGINAL
Page 2 of 2
Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions.
The original instrument and the following digest, which constitutes no part
of the legislative instrument, were prepared by Alan Miller.
DIGEST
Present law provides that an assignment of a membership interest in an LLC 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 present law.
Proposed law retains present law, but specifically prohibits the assignee from causing
dissolution of the LLC.
Effective August 1, 2012.
(Amends R.S. 12:1330(A))