Title 4A. Limited Liability Company Act — Subtitle 6. Membership

A person becomes a member of a limited liability company at:

After the formation of a limited liability company, a person may be admitted as a member:

Unless otherwise agreed, a person may be admitted as a member of a limited liability company and may be the sole member of a limited liability company without:

Unless otherwise agreed:

An assignment of an economic interest in a limited liability company does not:

If an assignee of an economic interest in a limited liability company becomes a member of the limited liability company, the assignor is not released from the assignor’s liability under § 4A–502 of this title to the limited liability company.

Unless otherwise agreed, on assignment of all of a member’s economic interest in a limited liability company, the member ceases to be a member of the limited liability company and forfeits the member’s noneconomic interest in the limited liability company.

The pledge or grant of a security interest, lien, or other encumbrance in or against all or a part of the economic interest of a member does not cause the member to cease to be a member or affect the member’s noneconomic interest in the limited liability company.

An assignee of an economic interest in a limited liability company may become a member of the limited liability company under any of the following circumstances:

An assignee who becomes a member:

Unless otherwise agreed, a member may withdraw from a limited liability company prior to the dissolution and winding up of the limited liability company by giving not less than 6 months’ prior written notice to the other members at their respective addresses as shown on the books and records of the limited liability company.

The operating agreement may provide that a member may not withdraw or otherwise place limits on the ability of a member to withdraw.

The person withdraws from the limited liability company as authorized by § 4A–605 of this subtitle;

The person is removed as a member in accordance with the operating agreement;

The person:

The continuation of any proceeding against the person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the members or all or any substantial part of the person’s properties without the person’s agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated;

In the case of a member who is an individual, the individual’s:

In the case of a member who is acting as a member by virtue of being a trustee of a trust, the termination of the trust;

In the case of a member that is a partnership or another limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company;

In the case of a member that is a corporation, the dissolution of the corporation or the revocation of its charter;

In the case of a member that is an estate, the distribution by the fiduciary of the estate’s entire economic interest in the limited liability company; or

On assignment of all of a person’s economic interest in the limited liability company as provided in § 4A–603(d) of this subtitle.

Unless otherwise agreed, if a person ceases to be a member of a limited liability company under § 4A–606 of this subtitle, and the limited liability company is not dissolved as a result, then, within a reasonable time after the person ceased to be a member, the limited liability company may elect to pay the person or the person’s successor in interest, in complete liquidation of the person’s membership interest, the fair value of the person’s economic interest in the limited liability company as of the date the person ceased to be a member, based upon the person’s right to share in distributions from the limited liability company.

If a person ceases to be a member of a limited liability company under § 4A–606 of this subtitle and the limited liability company elects not to completely liquidate the person’s membership interest under subsection (a) of this section, that person will be deemed to be an assignee of the unredeemed economic interest under §§ 4A–603 and 4A–604 of this subtitle.

Before a foreclosure under this section, an economic interest charged may be redeemed with property:

This title does not deprive a debtor of a right under exemption laws with respect to the economic interest of the debtor in the limited liability company.

This section provides the exclusive remedy by which a creditor of a member may attach the membership interest of the member or otherwise satisfy the outstanding debt of the member out of the membership interest of the member.