A person becomes a member of a limited liability company at: The time the limited liability company is formed; A later time specified in the operating agreement; or The time specified in § 4A–902(b) of this title relating to continuation of the limited liability company after there are no remaining members. After the formation of a limited liability company, a person may be admitted as a member: In the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the unanimous consent of the members; In the case of an assignee of the economic interest of a member, only as provided in § 4A–604 of this subtitle; or In the case of a successor to the last remaining member who is not an assignee of the last remaining member, as provided in § 4A–902(b) of this title. 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: Making a capital contribution to the limited liability company; Being obligated to make a capital contribution to the limited liability company; or Acquiring an economic interest in the limited liability company.

A membership interest in a limited liability company is personal property.

Unless otherwise agreed: Only an economic interest in a limited liability company may be assigned; and An economic interest is wholly or partly assignable. An assignment of an economic interest in a limited liability company does not: Dissolve the limited liability company; or Entitle the assignee to: Become a member; or Exercise any rights of a member, including the noneconomic interest of the assignor. 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: In accordance with the terms of the operating agreement providing for the admission of a member; By the unanimous consent of the members; or If there are no remaining members of the limited liability company at the time the assignee obtains the economic interest, on terms that the assignee may determine in accordance with § 4A–902(b)(1)(i) of this title. An assignee who becomes a member: Has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this title; and Is liable for any obligations of his assignor to make capital contributions.

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.

Unless otherwise agreed, a person ceases to be a member of a limited liability company upon the occurrence of any of the following events: 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: Makes an assignment for the benefit of creditors; Institutes a voluntary proceeding with respect to the person under the federal bankruptcy code; Is adjudged bankrupt or insolvent or has entered against the person an order for relief in any bankruptcy or insolvency proceeding; Files a petition or answer seeking for that person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; Seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the member or of all or any substantial part of the person’s properties; or Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the person in any proceeding described in this item; 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: Death; or Adjudication by a court of competent jurisdiction as incompetent to manage the individual’s person or property; 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.

In this section the following words have the meanings indicated. “Creditor” means a person for whom a court may issue an attachment under Title 3, Subtitle 3 of the Courts Article. “Debtor” means a person whose property or credits are subject to attachment under Title 3, Subtitle 3 of the Courts Article. On application by a creditor of a debtor holding an economic interest in a limited liability company, a court having jurisdiction may charge the economic interest of the debtor in the limited liability company for the unsatisfied amount of the debt. The court may appoint a receiver for the distributions due or to become due to the debtor with respect to the limited liability company and make all other orders, directions, accounts, and inquiries that the debtor would have been entitled to make or that the circumstances of the case may require. A charging order constitutes a lien on the economic interest of the debtor in the limited liability company and requires the limited liability company to pay over to the creditor only any distributions that would otherwise be payable to the debtor whose economic interest is charged. Subject to paragraph (3) of this subsection, the noneconomic interest of a debtor whose economic interest is subject to a charging order is unaffected and is retained by the debtor. Unless otherwise agreed, on a showing that the distributions under a charging order will not pay the amount owed to the creditor within a reasonable time, the court may order foreclosure of the economic interest subject to the charging order and order the sale of the economic interest of the debtor. The purchaser of the economic interest of the debtor at the foreclosure sale is an assignee as provided in §§ 4A–603 and 4A–604 of this subtitle. Before a foreclosure under this section, an economic interest charged may be redeemed with property: Other than property of the limited liability company, by the debtor; Other than property of the limited liability company, by one or more of the members other than the debtor; or Of the limited liability company, with the consent of the members as provided in the operating agreement or, if the operating agreement does not so provide, with the consent of all of the members whose economic interests are not so charged. 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.