The Oregon Limited Liability Company Act provides in part as follows:
63.249 Assignment of membership interest; effect of assignment. Except as provided in the articles of organization or any operating agreement:
(1) A membership interest is assignable in whole or in part.
(5) The assignor of all or a portion of a membership interest ceases to be a member with respect to the interest assigned, but is not released from liability as a member accruing or arising prior to assignment solely as a result of the assignment, and is not relieved of any fiduciary duties the assignor otherwise may continue to owe the limited liability company or its remaining members.
(6) Any otherwise permissible assignment of a membership interest shall be effective as to and binding on the limited liability company only after reasonable notice of and proof of the assignment have been provided to the managers of the limited liability company.
Title: Bend, Oregon Assignment of Ownership Interest in Limited Liability Company by Four Members to One Member Explained Introduction: In Bend, Oregon, the Assignment of Ownership Interest in a Limited Liability Company (LLC) is a legal process where four existing members of an LLC transfer their ownership interests to a single member. This detailed description will delve into the intricacies of this type of transaction, highlighting its significance, procedure, and potential variants. Keywords: — BendOregongo— - Assignment of Ownership Interest — Limited Liability Company (LLC— - Four Members — One Member - Transfer of Ownership Types of Bend, Oregon Assignment of Ownership Interest in LLC by Four Members to One Member: 1. Voluntary Assignment: This variation occurs when the transfer of ownership interest is initiated willingly by the four existing members. It involves a formal agreement to assign their shares to the designated one member, outlining specific terms, conditions, and any accompanying considerations. 2. Involuntary Assignment: This scenario arises when unforeseen circumstances, such as a member's death, incapacity, or bankruptcy, necessitate the transfer of their ownership interest to the remaining members or a designated member. Bend, Oregon law provides guidelines and procedures for such circumstances to protect the rights and interests of all parties involved. 3. Economic Interest Assignment: While limited liability companies typically use membership interest to represent ownership, there may be instances where only the economic interest of a member is transferred. This means the transferring member ceases to have decision-making authority but retains a right to receive distributions and share in the financial gains or losses of the company. 4. Partial Assignment: Rather than a complete transfer of ownership, a partial assignment may occur when the four members transfer only a portion of their ownership interests to the one member. This can be determined by a percentage or a specific number of units, as outlined in the assignment agreement. Procedure for Bend, Oregon Assignment of Ownership Interest in LLC by Four Members to One Member: 1. Consent and Agreement: All parties involved must reach mutual agreement on the assignment of ownership interest. This involves drafting and signing a comprehensive assignment agreement that specifies the terms, conditions, and considerations involved in the transfer. 2. Legal Documentation: The assignment agreement needs to be prepared in compliance with Bend, Oregon state laws and regulations. The document should clearly state the names, addresses, and details of the parties involved, the nature and extent of the ownership interest being transferred, and any relevant restrictions or conditions. 3. Amendment of LLC Operating Agreement: It is crucial to update the LLC's operating agreement to reflect the change in ownership. This involves modifying the membership interest allocations, voting rights, profit and loss distributions, and any other pertinent provisions affected by the assignment. 4. Filing with Appropriate Authorities: Once the assignment agreement is executed, the LLC must file the necessary documents with the Oregon Secretary of State or other relevant state agencies as required by law, ensuring transparency and legal compliance. Conclusion: The Bend, Oregon Assignment of Ownership Interest in a Limited Liability Company by Four Members to One Member is a legally binding process that requires careful consideration, consent, and appropriate documentation. Different types and variations exist, ranging from voluntary assignments to involuntary or economic interest assignments. Understanding and following the proper procedures ensures the smooth transfer of ownership and safeguards the interests of all parties involved.
