N.Y. Limited Liability Company Law Section 605
Liability upon assignment

Whether or not an assignee of a membership interest becomes a member, the assignor of a membership interest is not released from any liability under this chapter or the operating agreement, except liabilities that arise after the effectiveness of the assignment and are pursuant to § 210 (Liability for false statement in articles or certificates)section two hundred ten of this chapter, § 508 (Limitations on distributions)section five hundred eight of this chapter or, in the event the assignee becomes a member, unless otherwise provided in the operating agreement, § 502 (Liability for contributions)section five hundred two of this chapter.

Source: Section 605 — Liability upon assignment, https://www.­nysenate.­gov/legislation/laws/LLC/605 (updated Sep. 22, 2014; accessed Nov. 15, 2025).

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Nov. 15, 2025

Last modified:
Sep. 22, 2014

§ 605. Liab. upon assignment's source at nysenate​.gov

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