(a) Subject to subsection (f) of section 34-259b, a transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities and affairs; and (3) subject to section 34-259c, does not entitle the transferee to: (a) Participate in the management or conduct of the company's activities and affairs; or (B) except as provided in subsection (c) of this section, have access to records or other information concerning the company's activities and affairs.(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(c) In a dissolution and winding up of the activities and affairs of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.(d) 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.(e) A limited terest 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.(e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.(f) 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 knowledge or notice of the restriction at the time of transfer.(g) Except as provided in subparagraph (B) of subdivision (4) of section 34-263a, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.(h) If 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 section 34-255b and subsection (c) of section 34-255e known to the transferee when the transferee becomes a member.(P.A. 16-97, S. 50.)History: P.A. feree is liable for the member's obligations under section 34-255b and subsection (c) of section 34-255e known to the transferee when the transferee becomes a member.(P.A. 16-97, S. 50.)History: P.A. 16-97 effective July 1, 2017.
Connecticut Legal Code
§ 34-259a
Connecticut Title 34 — Connecticut law
Source: https://www.cga.ct.gov/current/pub/chap_613a.htm#sec_34-259a· Version 2026