1. (a) A limited liability company formed under this article after June 30, 1999, is governed by this section.

2. (b) Except as otherwise provided in a written operating agreement, if a limited liability company has at least two (2) members, an assignee of an interest may become a member only if the other members unanimously consent. If a limited liability company has only one (1) member, an assignee of the entire interest may become a member:

   1. (1) in accordance with the terms of an agreement between the assignor and the assignee; or

   2. (2) except as otherwise provided in a written operating agreement by a specific reference to this subsection or as otherwise provided in an agreement between the assignor and the assignee, automatically upon the voluntary assignment by the sole member of all of the member's interest to a single assignee that the member consented to at the time of the assignment and that was not affected by foreclosure or other similar legal process.

      The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of a specification, consent must be evidenced by a written instrument, dated and signed by the member.

3. (c) If:

   1. (1) a limited liability company has one (1) member;
   2. (2) the member of the limited liability company dies;
   3. (3) the deceased member's interest in the limited liability company is not registered in beneficiary form under IC 32-17-14 ; and

   4. (4) the limited liability company does not have a written operating agreement that controls or specifies the transfer or other disposition of the deceased member's interest;

      the deceased member's interest passes as described in subsection (d).

4. (d) This subsection applies to the transfer of a deceased member's interest under the circumstances described in subsection (c). Unless otherwise provided in a written operating agreement or a valid disclaimer under IC 32-17.5 , the deceased member's interest in a limited liability company passes automatically upon death to:

   1. (1) a legatee identified in the deceased member's will admitted to probate under IC 29-1-7 ; or

   2. (2) the deceased member's heirs under IC 29-1-2-1 if the deceased member died intestate.

      A transfer of an interest under this subsection is subject to IC 29-1-7-23 and does not affect the enforceability of a timely filed claim by a creditor against the estate of the deceased member. A legatee or an heir is automatically admitted as a successor member or a member of the limited liability company under this subsection.

5. (e) If a personal representative is appointed under IC 29-1-10 for the estate of a deceased member described in subsection (c), the personal representative possesses and may exercise all rights and powers of the deceased member's interest before the interest of the deceased member is distributed to the deceased member's legatees or heirs under this section.

6. (f) An assignee who becomes a member:

   1. (1) has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this article; and

   2. (2) is liable for any obligations of the member's assignor for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7 .

      However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and that could not be ascertained from a written operating agreement.

7. (g) Whether or not an assignee of an interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company for unpaid contributions under IC 23-18-5-1 or for any wrongful distributions under IC 23-18-5-7 that are solely a result of the assignment.
8. (h) Unless otherwise provided in a written operating agreement, a member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member.

As added by P.L.269-1999, SEC.10. Amended by P.L.156-2023, SEC.12; P.L.99-2024, SEC.3.