Entity Owner Capacity by State

Name: Entity Owner Capacity by State
Published: 2026-10-01

State law determines whether an entity or a trust may hold each of five roles — LLC member, LLC manager, corporation director, LP general partner, and trust as LLC member — across all 50 states and DC, and what an assignee of an LLC interest receives by default absent admission as a member. This is state statutory capacity only, separate from federal entity tax classification, and does not recommend an entity type or state.

Last updated: 2026-10-01 · 51 US jurisdictions (50 states plus DC)

State	Entity As Director Permitted	Entity As General Partner Permitted	Entity As Manager Permitted	Entity As Member Permitted	Trust As Member Permitted
AKchecked 2026-10-01	No	Yes	Yes	Yes	Yes
ALchecked 2026-10-01	No	Yes	Yes	Yes	Yes
ARchecked 2026-10-01	No	Yes	Yes	Yes	Yes
AZchecked 2026-10-01	Yes	Yes	Yes	Yes	Yes
CAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
COchecked 2026-10-01	No	Yes	Yes	Yes	Yes
CTchecked 2026-10-01	No	Yes	Yes	Yes	Yes
DCchecked 2026-10-01	No	Yes	Yes	Yes	conditional
DEchecked 2026-10-01	No	Yes	Yes	Yes	Yes
FLchecked 2026-10-01	No	Yes	Yes	Yes	Yes
GAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
HIchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
IAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
IDchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
ILchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
INchecked 2026-10-01	No	Yes	Yes	Yes	Yes
KSchecked 2026-10-01	No	Yes	Yes	Yes	Yes
KYchecked 2026-10-01	No	Yes	Yes	Yes	Yes
LAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
MAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
MDchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
MEchecked 2026-10-01	No	Yes	Yes	Yes	Yes
MIchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
MNchecked 2026-10-01	No	Yes	Yes	Yes	Yes
MOchecked 2026-10-01	No	Yes	Yes	Yes	Yes
MSchecked 2026-10-01	No	Yes	Yes	Yes	Yes
MTchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
NCchecked 2026-10-01	No	Yes	Yes	Yes	Yes
NDchecked 2026-10-01	No	Yes	No	Yes	Yes
NEchecked 2026-10-01	No	Yes	Yes	Yes	Yes
NHchecked 2026-10-01	No	Yes	Yes	Yes	Yes
NJchecked 2026-10-01	No	Yes	Yes	Yes	Yes
NMchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
NVchecked 2026-10-01	No	Yes	Yes	Yes	Yes
NYchecked 2026-10-01	No	Yes	Yes	Yes	Yes
OHchecked 2026-10-01	No	Yes	Yes	Yes	Yes
OKchecked 2026-10-01	No	Yes	Yes	Yes	Yes
ORchecked 2026-10-01	No	Yes	Yes	Yes	Yes
PAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
RIchecked 2026-10-01	Unknown	Yes	Yes	Yes	Yes
SCchecked 2026-10-01	No	Yes	Yes	Yes	Yes
SDchecked 2026-10-01	No	Yes	Yes	Yes	Yes
TNchecked 2026-10-01	No	Yes	Yes	Yes	Yes
TXchecked 2026-10-01	No	Yes	Yes	Yes	Yes
UTchecked 2026-10-01	No	Yes	Yes	Yes	Yes
VAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
VTchecked 2026-10-01	No	Yes	Yes	Yes	Unknown
WAchecked 2026-10-01	No	Yes	Yes	Yes	Yes
WIchecked 2026-10-01	No	Yes	Yes	Yes	Yes
WVchecked 2026-10-01	No	Yes	Yes	Yes	Yes
WYchecked 2026-10-01	No	Yes	Yes	Yes	Yes

Field definitions

Entity As Director Permitted: Whether an entity (not only a natural person) may serve as a director of a domestic corporation under the state's corporation statute.
Entity As General Partner Permitted: Whether an entity may serve as general partner of a domestic limited partnership under the state's limited partnership statute.
Entity As Manager Permitted: Whether an entity may serve as manager of a domestic LLC under the state's LLC statute.
Entity As Member Permitted: Whether an entity may be a member of a domestic LLC under the state's LLC statute.
Trust As Member Permitted: Whether a trust specifically may be a member of a domestic LLC, where the statute or its definitions address trusts distinctly from entities generally.

Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.

Reading Yes / No / Conditional / Unknown: "Yes" means the cited statute permits an entity (or, for the trust column, a trust specifically) to hold that role. "No" means the cited statute restricts that role to a natural person. "Conditional" means the statute permits it subject to a stated condition rather than unconditionally. "Unknown" means the role-specific statute does not settle the question after checking all plausible sections — it is a methodological limit, not an affirmative restriction.

LLC-interest assignment and admission rights

A separate question from the five role fields above: once an LLC membership interest is assigned, what passes to the assignee by default under each state's LLC act — the right to distributions, the right to be admitted as a member, and whether management or voting rights pass before admission. Hover a cell for its quote, pinpoint, and source.

Last updated: 2026-10-01 · 51 US jurisdictions (50 states plus DC) -- LLC-interest assignment and admission rights

State	Assignment Effect	Admission Requirements	Economic Rights	Management Rights
AKchecked 2026-10-01	A person may assign a limited liability company interest in whole or in part. The assignment does not dissolve the company or entitle the assignee to participate in management, to become a member, or to exercise member rights, unless/until the assignee becomes a member.	An assignee of an LLC interest may not become a member unless all other members consent, unless the operating agreement provides otherwise. Once admitted, the assignee-turned-member has the rights and powers of a member to the extent assigned.	The assignment of an LLC interest entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor is entitled -- the economic right passes on assignment even though membership/management rights do not.	Management and affairs participation does NOT pass with a mere assignment: the assignee may not participate in the management and affairs of the company, or exercise the rights of a member, unless and until admitted as a member under AS 10.50.165.
ALchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible and does NOT by itself cause the transferor to cease being a member, and does NOT entitle the transferee to participate in the direction or oversight of the LLC or to have access to its records/information.	After formation, a non-initial person is admitted as a member as provided in the LLC agreement, or (reading alongside 10A-5A-4.07/5.02) the consent of all members where the agreement is silent; transfer of a transferable interest alone does NOT admit the transferee as a member (admission is a separate, conditional step from assignment).	A transferee has the right to receive, in accordance with the transfer, the distributions to which the transferor would otherwise have been entitled -- the economic right passes automatically on transfer even though membership/management rights do not.	Management/direction-and-oversight rights do NOT pass with a transfer: a transferee is explicitly barred from participating in direction or oversight (section 5.02(a)(4)(A)) and from records access (5.02(a)(4)(B)); by default, direction and oversight is vested in the members (or managers, if the agreement so provides) per section 4.07.
ARchecked 2026-10-01	A transferable interest is personal property, and a transfer, in whole or in part, of a transferable interest is permissible; a transfer does not by itself cause the transferor's dissociation as a member or a dissolution and winding up of the company, and does not entitle the transferee to participate in management or (except as otherwise provided) access the company's records.	If the LLC is to have only one member upon formation, that person becomes a member as agreed by that person and the organizer; if more than one member upon formation, as agreed by those persons before formation. After formation, a person becomes a member as provided in the operating agreement, as the result of a merger/conversion transaction, with the affirmative vote or consent of ALL the members, or as provided in the dissociation-triggered replacement-member section.	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled -- the economic right passes automatically on transfer even though membership and management rights do not.	Management rights do NOT pass with a transfer; a transferee is expressly barred from participating in the management or conduct of the company's activities and affairs (and, except as otherwise provided, from records access) unless and until separately admitted as a member. By default, the company is member-managed, with each member having equal management rights, unless the operating agreement expressly designates it manager-managed.
AZchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible and does not by itself cause a person's dissociation as a member or the company's dissolution/winding up; subject to section 29-3504, the transfer does NOT entitle the transferee to participate in management, or (except as provided) to have access to records/information.	A person becomes a member at formation as agreed with the organizer (sole-member) or among the persons (multi-member); after formation, a person becomes a member via FOUR enumerated routes: (1) as provided in the operating agreement; (2) as the result of an Article 10 transaction; (3) by agreeing to become a member with the affirmative vote/consent of ALL members; or (4) as provided in section 29-3701(A)(3). A person may become a member without acquiring a transferable interest or making a contribution.	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; solely for a purpose reasonably related to that distribution right, the transferee also gets the limited information rights under section 29-3410(B). In dissolution, a transferee's accounting right runs only from the date of dissolution.	Management rights do NOT pass with a mere transfer (the transferee cannot participate in management per 29-3502(A)(3)(a)); a transferor who transfers an interest retains all member rights other than the transferred interest, and retains all member duties/obligations. Separately, by default management is reserved to the members unless the articles designate one or more managers (29-3407(A)); in a member-managed company each member has equal management rights (29-3407(B)(2)), in a manager-managed company the right to manage is vested exclusively in the manager(s) (29-3407(C)(1)) -- an assignee who has not been separately admitted as a member has no vote or management role under either default.
CAchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible and does not by itself cause a member's dissociation or the company's dissolution/winding up; subject to section 17705.04, the transfer does NOT entitle the transferee to vote or otherwise participate in management, or (except as provided) to have access to records/information.	A person becomes a member at formation as agreed with the organizer (sole-member) or among the persons (multi-member); after formation, a person becomes a member via FOUR enumerated routes: (1) as provided in the operating agreement; (2) as the result of an Article 10 (S17710.01 et seq.) transaction; (3) with the consent of ALL members; or (4) the 90-day last-member designation route. A person may become a member without acquiring a transferable interest or making a contribution.	A transferee has the right to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled; a pledge/security interest/encumbrance on the interest does NOT by itself cause the transferor to cease being a member or give the secured party/transferee any member rights (including distribution rights) beyond the pledge itself. In dissolution, a transferee's accounting right runs only from the date of dissolution.	Management rights do NOT pass with a mere transfer/assignment (the transferee cannot vote or participate in management, per 17705.02(a)(3)(A)); the transferor who transfers an interest retains all member rights other than the transferred distribution interest, and retains all member duties/obligations. Separately, by default a member-managed LLC vests management in the members (majority-in-interest decision rule in 17704.07(b)), or in a manager if the articles so designate (manager-managed, exclusive manager decision rule in 17704.07(c)(1)) -- an assignee who has not been separately admitted as a member has no vote or management role under either default.
COchecked 2026-10-01	A member's LLC interest constitutes personal property and may be assigned or transferred. A member ceases to be a member upon assignment/transfer of the member's ENTIRE interest; on a PARTIAL assignment the assignor retains member status as to the unassigned portion. Admission of the assignee/transferee (full or partial) releases the assignor from liability as to the assigned portion, except for statutorily preserved liabilities.	After the original articles of organization are filed, a person may be admitted as an additional member only upon the consent of ALL members (unanimous default). A separate no-members rule applies when the LLC has no members: unanimous consent of all persons holding the last remaining member's interest by assignment/transfer admits a new member.	Unless and until the assignee/transferee is admitted as a member, the assignee/transferee is entitled ONLY to receive the share of profits or other compensation by way of income and the return of contributions that the assigning member would otherwise be entitled to.	An assignee/transferee who has not been admitted as a member has NO RIGHT to participate in the management of the business and activities of the LLC, and no right to become a member merely by virtue of the assignment.
CTchecked 2026-10-01	A transferable interest is personal property, and a transfer, in whole or in part, of a transferable interest is permissible; a transfer does not by itself cause the transferor-member's dissociation or a dissolution and winding up of the company, and does not entitle the transferee to participate in management or (except as otherwise provided) access the company's records.	If the LLC is to have only one member upon formation, that person becomes a member as agreed by that person and the organizer; if more than one member upon formation, as agreed by those persons before formation. After formation, a person becomes a member as provided in the operating agreement, as the result of an Entity Transactions Act transaction, with the affirmative vote or consent of ALL the members, or as provided in section 34-267(a)(3).	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled -- the economic right passes automatically on transfer even though membership and management rights do not.	Management rights do NOT pass with a transfer; a transferee is expressly barred from participating in the management or conduct of the company's activities and affairs (and, except as otherwise provided, from records access) unless and until separately admitted as a member. By default, the company is member-managed, with the management and conduct of the company vested in the members, unless the operating agreement expressly designates it manager-managed.
DCchecked 2026-10-01	Subject to the charging-order foreclosure exception (805.03(f)), a transfer of a transferable interest, in whole or in part, is permissible; it does not by itself cause a member's dissociation or the company's dissolution and winding up. A transferable interest may be evidenced by a certificate (transferable in turn by transfer of the certificate); the company need not give effect to the transfer until it has notice.	At formation, a sole initial member becomes a member as agreed by that person and the organizer; multiple initial members become members as agreed among themselves before formation. After formation, a person becomes a member as provided in the operating agreement, as the result of a merger/entity transaction, with the consent of all members, or as provided in 29-807.01(a)(3). A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution.	A transferee has the right to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled -- an economic right only, prior to becoming a member. In a dissolution and winding up, a transferee is entitled to an account of the company's transactions only from the date of dissolution.	Subject to § 29-805.04 (personal representative of a deceased member), a transfer does not entitle the transferee to participate in the management or conduct of the company's activities and affairs, or (except as provided for a dissolution accounting) to have access to company records or information, until the transferee becomes a member. The transferor, meanwhile, RETAINS the rights and all duties/obligations of a member (other than the transferred distribution right) regardless of how much of the interest was transferred -- DC does not terminate the transferor's membership even on a full transfer, a genuine divergence from Kansas's full-assignment-terminates-membership rule in this same campaign.
DEchecked 2026-10-01	A limited liability company interest is freely assignable in whole or in part unless the limited liability company agreement provides otherwise; the assignee does NOT thereby become, or gain the rights or powers of, a member.	After formation, a non-assignee person is admitted as a member at the time provided in, and upon compliance with, the limited liability company agreement; if the agreement is silent, admission requires the consent of ALL existing members.	An assignment entitles the assignee to share in profits/losses and receive distributions and allocations to the same extent the assignor was entitled, to the extent assigned -- the economic rights pass automatically on assignment even though membership and management rights do not.	Management rights do NOT pass with an assignment unless and until the assignee is separately admitted as a member; by default, management is vested in the members (or a manager chosen per the agreement) in proportion to profits interest, with decisions by majority-in-interest, but an assignee who has not been admitted has no vote or management role at all.
FLchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible; it does not by itself cause a member's dissociation or dissolution; and it does not entitle the transferee to participate in management or (except in dissolution/winding up) to have access to records or information.	A transfer alone does not admit the transferee as a member. Post-formation admission (of any person, including a transferee) requires the process stated in the operating agreement, or occurs via merger/interest-exchange/conversion/domestication, or with the consent of all members.	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled -- the economic right passes automatically even though membership/management rights do not.	Management/conduct rights do NOT pass with a transfer: 605.0502(1)(c)(1) explicitly bars a transferee from participating in management; by default, management is vested in the members unless the operating agreement/articles designate manager-management (605.0407).
GAchecked 2026-10-01	An assignment of an LLC interest is permitted in whole or in part; it entitles the assignee to share in profits/losses and receive distributions to the extent assigned, but does not of itself dissolve the LLC or entitle the assignee to participate in management or exercise member rights until admitted. The assignor continues to be a member as to the assigned interest until the assignee is admitted.	An assignee of an LLC interest may become a member only if the other members unanimously consent (default rule); admission timing and mechanics are otherwise governed by the articles of organization or a written operating agreement, and an assignee must also separately consent to the admission.	An LLC interest is personal property; an assignment entitles the assignee to share in profits/losses and receive distributions to the extent assigned -- economic rights only, prior to admission as a member.	An assignment does not of itself entitle the assignee to participate in the management and affairs of the LLC or to exercise any rights of a member until admitted as a member; every member (or, in a manager-managed LLC, every manager) is an agent of the LLC for binding it in the ordinary course of business.
HIchecked 2026-10-01	A transfer of a distributional interest does not entitle the transferee to become or exercise any rights of a member; the transferee receives only the transferor's distributions, to the extent transferred.	A transferee may become a member only if the transferor's right to admit is described in the operating agreement, or all other members consent; admission is a separate conditional step from assignment.	A member's distributional interest (right to distributions) is personal property, transferable, and passes to a non-admitted transferee to the extent transferred -- the economic right passes even though membership/management rights do not.	A transferee who does not become a member has no management right; by default, management rests with members (member-managed) or with the manager(s) (manager-managed) under 428-404, and admission of a new member itself requires the consent of all members under 428-404(c)(7).
IAchecked 2026-10-01	Iowa Code 489.502(1): subject to 489.503(6), a transfer, in whole or in part, of a transferable interest is permissible and does not by itself cause a member's dissociation or the company's dissolution and winding up. (7) The transferor retains the rights of a member other than the transferred interest and retains all member duties and obligations.	Iowa Code 489.401(3)(c): after formation, a person (including an assignee seeking admission) becomes a member 'with the affirmative vote or consent of all the members' -- the default rule, displaceable by the operating agreement (401(3)(a)). 489.502(8): if a member transfers an interest to a person that becomes a member with respect to it, the transferee is liable for the transferring member's known obligations under 403/406.	Iowa Code 489.502(2): a transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (3) In a dissolution and winding up, a transferee is entitled to an account of the company's transactions only from the date of dissolution -- economic rights only, prior to admission as a member.	Iowa Code 489.502(1)(c): subject to 489.504, a transfer does not entitle the transferee to participate in the management or conduct of the company's activities and affairs, or (except in dissolution winding up) to access records or information. Management/authority defaults to the members (member-managed, 407(2)(a)) or to the manager(s) if the operating agreement vests management in manager(s) (407(1),(3)(a)) -- a transferee participates in neither until admitted.
IDchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible (except a professional entity's transfer requires 30-21-901(i) compliance); it does not by itself cause a member's dissociation or the company's dissolution and winding up. The transferor retains the rights of a member other than the transferred interest and retains all member duties and obligations (502(g)).	After formation, a person (including a transferee) becomes a member: (1) as provided in the operating agreement; (2) as the result of a 30-25-22 conversion transaction; (3) with the affirmative vote or consent of ALL the members (default rule); or (4) as provided in 30-25-701(a)(3). If a member transfers a transferable interest to a person that becomes a member with respect to that interest, the transferee is liable for the transferring member's known obligations under 403/406 (502(h)).	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled (502(b)); in a dissolution and winding up, a transferee is entitled to an account of the company's transactions only from the date of dissolution (502(c)) -- economic rights only, prior to admission as a member.	Subject to 30-25-504, a transfer does not entitle the transferee to participate in the management or conduct of the company's activities and affairs, or (except in dissolution winding up) to access records or other information (502(a)(3)). Management/agency defaults to the members (member-managed, 407(b)(1)) or to the manager(s) if the operating agreement vests management in manager(s) (407(a),(c)(1)) -- a transferee participates in neither until admitted as a member.
ILchecked 2026-10-01	A transfer of a distributional interest (in whole or in part) does not by itself cause dissolution and winding up of the LLC's activities, and does NOT entitle the transferee to become or exercise any rights of a member; the transferee receives only the distributions the transferor would have been entitled to.	A person becomes a member at formation per the organizer/initial-member agreement; post-formation, per the operating agreement, an Article 37 transaction, unanimous member consent, or the 180-day last-member-designation route (10-1). Separately, an assignee/transferee of a distributional interest may become a member if the transferor's grant of that right (per the operating agreement) or all other members consent (30-10(a)).	A member has no transferable interest in LLC property; a member's distributional interest (the right to receive distributions) is personal property, transferable in whole or part (30-1). A transferee who becomes a member takes on the transferor's contribution and unlawful-distribution-return obligations (30-10(b)). A judgment creditor of a member or transferee may obtain a charging order against the distributional interest, which the court may foreclose and order sold at any time (30-20).	Default is member-managed: absent a contrary operating-agreement election, each member has equal rights in management and conduct of the company's business (15-1). An operating agreement may instead elect manager-managed status. Members (in a member-managed company) owe fiduciary duties of loyalty and care (15-3).
INchecked 2026-10-01	IC 23-18-6-3.1 (governing LLCs formed after June 30, 1999): except as provided in a written operating agreement, an interest is assignable in whole or in part; an assignment does not of itself dissolve the LLC or entitle the assignee to participate in management or become a member or exercise member rights; the assignor is not released from member liability solely as a result of the assignment. A pledge/security interest in a member's interest is not itself an assignment (23-18-6-3.1(c)).	IC 23-18-6-1(a)(2) routes an assignee's admission to section 4 or 4.1 of the same chapter. IC 23-18-6-4.1(b) (companies formed after June 30, 1999): if the LLC has at least two (2) members, an assignee of an interest may become a member only if the OTHER MEMBERS UNANIMOUSLY CONSENT -- the default rule, displaceable by a written operating agreement. (Section 4.1(b)-(c) separately addresses the single-member LLC case: automatic or agreement-based succession on assignment or death of the sole member -- a distinct, narrower pathway not the general multi-member default cited here.)	IC 23-18-6-3.1(b)(2): an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled. (b)(4): until the assignee becomes a member, the assignee has no liability as a member solely as a result of the assignment -- economic rights only, prior to admission.	IC 23-18-6-3.1(b)(3): an assignment of an interest does not of itself entitle the assignee to participate in the management and affairs of the LLC or to become or exercise any rights of a member. Management/authority defaults to the members (23-18-4-1(a)) unless the articles of organization provide for a manager or managers, in which case the manager(s) have that authority (23-18-4-1(b)) -- an unadmitted assignee participates in neither.
KSchecked 2026-10-01	Except as provided in an operating agreement, an LLC interest is assignable in whole or in part. The operating agreement may bar assignment before dissolution/winding up. Unless otherwise provided in an operating agreement, the member's interest may be evidenced by a certificate of LLC interest (never in bearer form), and the LLC may acquire and cancel a member's or manager's interest by purchase, redemption, or otherwise.	At formation, a person becomes a member upon the later of the LLC's formation or compliance with the operating agreement (or, absent provision, when reflected in company records). After formation, a direct (non-assignee) acquirer is admitted per the operating agreement or, absent provision, upon the consent of all members; an assignee is admitted under K.S.A. 17-76,114(a), or -- per 17-76,112(a) itself -- upon the vote, consent, or approval of all members absent a contrary operating-agreement term. A person may also be admitted (including as sole member) without making or being obligated to make a contribution, or without acquiring an LLC interest at all, unless the operating agreement provides otherwise.	An assignment entitles the assignee to share in the profits and losses, to receive distributions, and to receive the allocation of income, gain, loss, deduction, or credit to which the assignor was entitled, to the extent assigned -- economic rights only, prior to admission as a member.	The assignee of a member's LLC interest has no right to participate in management except as provided in an operating agreement or, absent such provision, upon the vote, consent, or approval of all members; an assignment alone does not entitle the assignee to become or exercise any rights or powers of a member. Distinctively, a member CEASES to be a member (and loses the power to exercise member rights) upon assigning ALL of the member's LLC interest -- not merely upon the assignee's later admission, unlike the assignor-continues-as-member default seen in several sibling states; a partial assignment or a mere pledge/security interest does not have this effect.
KYchecked 2026-10-01	Unless otherwise provided in a written operating agreement, an LLC interest is assignable in whole or in part. An assignment does not dissolve the LLC. Until the assignee becomes a member, the assignor continues to be a member (and to exercise member rights, subject to removal), the assignor is not released from member liability solely by the assignment, and the assignee has no liability as a member solely as a result of the assignment.	A person may become a member either by acquiring an interest directly from the LLC -- upon compliance with the operating agreement, or, absent a written provision, upon the written consent of all members -- or, as an assignee, under KRS 275.255 and 275.265. Separately, KRS 275.195 allows a person to be admitted as a member without making or being obligated to make a contribution, and (unless the operating agreement provides otherwise) without acquiring an LLC interest at all.	An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled -- an economic right only, prior to admission as a member.	An assignment of an LLC interest does not entitle the assignee to participate in the management and affairs of the LLC, or to become or exercise any rights of a member other than the right to receive distributions, until the assignee becomes a member under KRS 275.265. Until then, the assignor continues to be a member and to exercise member rights, subject to the other members' right to remove the assignor under KRS 275.280(1)(c)2.
LAchecked 2026-10-01	Unless otherwise provided in the articles of organization or an operating agreement, a membership interest is assignable in whole or in part. The pledge of, or granting of a security interest, lien, or other encumbrance in or against, a member's interest does not cause the member to cease to be a member or lose the power to exercise member rights.	Except as otherwise provided in the articles of organization or a written operating agreement, an assignee of an LLC interest shall not become a member (or participate in management) unless the other members unanimously consent in writing. Until the assignee becomes a member, the assignor continues to be a member.	An assignment entitles the assignee only to receive such distribution or distributions, to share in such profits and losses, and to receive such allocation of income, gain, loss, deduction, credit, or similar item to which the assignor was entitled, to the extent assigned -- economic rights only, prior to admission as a member. Until the assignee becomes a member, the assignee has no liability as a member solely as a result of the assignment.	An assignment does not entitle the assignee to become or exercise any rights or powers of a member -- including participation in management -- until admitted; admission itself requires the unanimous written consent of the other members (absent a contrary articles/operating-agreement provision). Once admitted, the assignee has, to the extent assigned, the rights and powers (and is subject to the restrictions and liabilities) of a member under the articles, operating agreement, and the Chapter.
MAchecked 2026-10-01	An LLC interest is assignable in whole or in part EXCEPT as the operating agreement provides. The assignee has no right to participate in management except (1) upon approval of all other members, or (2) upon compliance with the operating agreement's own procedure.	An assignee of an LLC interest may become a member via either of TWO routes: (1) approval of all other members, or (2) compliance with the operating agreement's own procedure -- the same two conditions that govern the assignee's management-participation rights under S.39(a), cross-referenced from S.20(b)(2).	Unless otherwise provided in the operating agreement, an assignment entitles the assignee to share in profits and losses, receive distributions, and receive allocations of income/gain/loss/deduction/credit to the extent assigned.	Management/governance rights do NOT pass with a mere assignment. Unless otherwise provided in the operating agreement, a member who assigns ALL of their LLC interest CEASES to be a member and ceases to have the power to exercise any rights or powers of a member (same pattern independently found in MD and MS this plan, distinct from CA/DE/GA). A pledge/security interest alone does not cause this cessation, also OA-overridable in the opposite direction.
MDchecked 2026-10-01	Unless otherwise agreed, ONLY an economic interest in the LLC may be assigned (not the noneconomic interest); the economic interest is wholly or partly assignable. An assignment does not dissolve the LLC and does not entitle the assignee to become a member or to exercise any rights of a member (including the noneconomic interest of the assignor). A pledge/security interest/encumbrance on the economic interest does not itself cause the member to cease to be a member.	An assignee of an economic interest may become a member via THREE routes: (1) in accordance with the operating agreement's terms for admission of a member; (2) by the unanimous consent of the members; or (3) if there are no remaining members when the assignee obtains the economic interest, on terms the assignee determines per S.4A-902(b)(1)(i).	The economic interest -- defined as 'a member's share of the profits and losses of a limited liability company and the right to receive distributions from a limited liability company' (S.4A-101(i)) -- is the only portion of a membership interest that may be assigned, and is wholly or partly assignable.	Management/voting/inspection rights are part of the NONECONOMIC interest (S.4A-101(p)), which does NOT pass on an assignment of the economic interest (S.4A-603(b)(2)(ii)). MARYLAND-SPECIFIC RULE distinct from CA/DE/GA: unless otherwise agreed, if a member assigns ALL of the member's economic interest, that member CEASES to be a member entirely and forfeits the noneconomic interest too (S.4A-603(d)) -- in CA/DE/GA the transferor always retains membership/management rights regardless of a full economic transfer; Maryland's default is different and must not be flattened to match those siblings.
MEchecked 2026-10-01	The only interest of a member that is transferable is the member's transferable interest, which is personal property; a transfer, in whole or in part, of a transferable interest is permissible, does not by itself cause the transferor's dissociation or a dissolution and winding up, and does not entitle the transferee to management participation or records access.	In connection with formation, a person is admitted as a member upon the later of the LLC's formation and the time/compliance set by the LLC agreement (or, absent such a provision, when reflected in company records). After formation, a person is admitted as provided in the LLC agreement, via a qualifying transaction, with the consent of ALL members, or via a specific 90-day successor-member procedure if the company has no members.	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled -- the economic right passes automatically on transfer even though membership and management rights do not.	Management rights do NOT pass with a transfer; a transferee is expressly barred, subject to section 1574, from participating in the management or conduct of the company's activities (or from records access) unless and until separately admitted as a member. By default, activities and affairs are under the direction and oversight of the members -- Maine's Act has no manager-managed governance alternative at all.
MIchecked 2026-10-01	An assignment of a membership interest does not by itself entitle the assignee to participate in management/affairs or to become or exercise any rights of a member.	An assignee of a membership interest in an LLC with more than one member may become a member only upon a unanimous vote of the members entitled to vote; in a single-member LLC, the assignee may become a member per the terms of the agreement between the member and the assignee.	An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled -- the economic right passes automatically even though membership/management rights do not.	Management rights do NOT pass with an assignment: a mere assignee is barred from participating in management/affairs (450.4505(2)); by default the business is managed by the members (450.4401), and an assignee's own admission to membership itself requires a unanimous vote of the other members (450.4506(1)).
MNchecked 2026-10-01	A transfer of a transferable interest, in whole or in part, is permissible, does not by itself cause a member's dissociation or dissolution, and does not entitle the transferee to participate in management or (except for limited record-access rights) access company records.	MN's RULLCA has no transferee-specific admission section (unlike older-model acts); a transferee becomes a member the SAME way anyone else does under S.322C.0401 Subd. 4: as provided in the operating agreement, via a qualifying transaction, or with the consent of all members.	A transferee has the right to receive, in accordance with the transfer, the distributions the transferor would otherwise be entitled to; in a dissolution, the transferee is entitled to an account only from the date of dissolution.	MINNESOTA-SPECIFIC RULE, matching the DE/CA-style modern-RULLCA pattern and DIRECTLY OPPOSITE the MD/MS/MA full-assignment-cessation default found elsewhere this plan: when a member transfers a transferable interest -- even the ENTIRE interest -- the transferor RETAINS the rights of a member (other than the distribution interest transferred) and retains all duties and obligations of a member. Transfer alone never ends membership under MN's RULLCA; a separate dissociation event under S.322C.0602 is required.
MOchecked 2026-10-01	An assignment of an interest does not entitle the assignee to participate in management or to become or exercise the rights of a member (except as provided in section 347.113, a named statutory exception).	Admitting an assignee (or any person) as a member requires the affirmative vote, approval, or consent of all members, unless the operating agreement provides otherwise.	An assignee who has not become a member is entitled only to receive, to the extent assigned, the share of distributions and profits (including return-of-contribution distributions) the assignor would otherwise have received.	Management rights do not pass with an assignment: a mere assignee is barred from participating in management (347.115(1)), and the assignee's own admission to membership itself requires unanimous consent of all members (347.079.3(2)).
MSchecked 2026-10-01	A financial interest is assignable in whole or in part. The assignee has NO right to participate in management except as provided in the operating agreement AND upon either (a) approval of all other members, or (b) compliance with the operating agreement's own procedure. Assignment does not dissolve the LLC and does not entitle the assignee to become or exercise the rights of a member.	An assignee of a financial interest may become a member WITH GOVERNANCE INTERESTS via THREE routes: (a) the certificate of formation or operating agreement so provides; (b) all other members consent; or (c) the special case where, immediately following assignment of a member's ENTIRE financial interest, the LLC would otherwise have no members, and the assignee simultaneously agrees to become a member.	An assignment of a financial interest entitles the assignee to share in the profits and losses, receive distributions, and receive the allocation of income/gain/loss/deduction/credit to which the assignor was entitled, to the extent assigned.	Management/governance rights do NOT pass with a mere assignment. MISSISSIPPI-SPECIFIC RULE (matching the same pattern independently found in Maryland this session, distinct from CA/DE/GA): a member who assigns ALL of the member's financial interest CEASES to be a member, ceases to hold a governance interest, and ceases to have the power to exercise any rights of a member -- the transferor does NOT automatically retain membership. A pledge/security interest alone does not cause this cessation.
MTchecked 2026-10-01	A transfer of a member's distributional interest does not entitle the transferee to become a member or to exercise any rights of a member.	A transferee may become a member only if the transferor gives the transferee that right under written authority in the operating agreement, or if all other members consent.	A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.	Management rights do not pass with a mere transfer: the transferee may not exercise any rights of a member (35-8-707(1)) unless and until admitted as a member under 35-8-707(2).
NCchecked 2026-10-01	An economic interest is transferable in whole or in part; the transfer does NOT entitle the transferee to become or exercise any rights of a member other than to receive the transferred economic interest itself.	An economic interest owner (transferee) may become a member ONLY with that person's own approval AND through one of: (1) as provided in the operating agreement; (2) by unanimous approval of the members under S 57D-3-03(2); or (3) the S 57D-6-01(3) no-members-remaining route.	The transfer of an economic interest entitles the transferee to receive the economic interest (the right to distributions) to the extent assigned -- the economic right passes automatically on transfer even though membership/management rights do not.	Management rights do NOT pass with a transfer of an economic interest alone: the transferee cannot 'become or exercise any rights of a member' (which, under S 57D-3-20(d), is what carries manager status by default) until and unless separately admitted as a member under the S 57D-5-04(a) double-consent route.
NDchecked 2026-10-01	A transfer of a transferable interest, in whole or in part, is permissible, does not by itself cause a member's dissociation or dissolution, and does not entitle the transferee to participate in management or (except for limited record-access rights) access company records.	ND's RULLCA, like Minnesota's, has no transferee-specific admission section; a transferee becomes a member via the SAME general routes available to anyone under S.10-32.1-27(4): as provided in the operating agreement, via a qualifying merger/conversion transaction, or with the consent of all members.	A transferee has the right to receive, in accordance with the transfer, the distributions the transferor would otherwise be entitled to; in a dissolution, the transferee is entitled to an account only from the date of dissolution.	MODERN-RULLCA RULE, matching Minnesota's identical provision and DIRECTLY OPPOSITE the MD/MS/MA full-assignment-cessation default found elsewhere this plan: when a member transfers a transferable interest -- even the ENTIRE interest -- the transferor RETAINS the rights of a member (other than the transferred distribution interest) and retains all duties and obligations of a member. A separate dissociation event under S.10-32.1-48 is required to end membership; transfer alone never does.
NEchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible and does not by itself cause dissociation or dissolution; it does not entitle the transferee to participate in management or (subject to section 21-143) have access to records.	A transfer alone does not admit the transferee as a member. Post-formation admission requires the process provided for in the operating agreement (21-130(c)); a person may also become a member without acquiring a transferable interest and without making a contribution (21-130(d)).	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled -- the economic right passes automatically even though membership/management rights do not.	Management/conduct rights do NOT pass with a transfer: 21-141(a)(3) bars a transferee from participating in management (subject to section 21-143); by default, management rules follow 21-136's member-managed/manager-managed framework.
NHchecked 2026-10-01	A member may transfer or pledge a limited liability company interest, in whole or in part, without the vote of any other member (unless the operating agreement provides otherwise); the transferee does NOT thereby become entitled to participate in management or exercise member rights beyond the transferred interest itself.	A transferee of a limited liability company interest or other membership rights becomes a member, to the extent of the transferred rights, upon the UNANIMOUS vote of all other members (unless the operating agreement or RSA 304-C:153 provides otherwise); separately, the ORIGINAL admission of a person as a member follows RSA 304-C:53 (operating-agreement-specified timing, or formation date / contribution date / agreement date defaults).	A limited liability company interest entitles the transferee to receive, to the extent transferred, the allocations and distributions to which the transferor would otherwise be entitled -- the economic right passes automatically on transfer even though membership/management rights do not.	Management/participation rights do NOT pass with a transfer: a transferee is explicitly excluded from 'participat[ing] in the management and affairs' and from exercising 'any other rights or powers of a member' until and unless admitted as a member (via the unanimous-vote default of RSA 304-C:124); even where a transfer of broader membership rights is approved by vote under RSA 304-C:121, the transferee still cannot exercise transferred MANAGEMENT rights unless separately admitted as a member under RSA 304-C:53.
NJchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible, does not by itself cause a member's dissociation or dissolution, and does NOT entitle the transferee to participate in management/conduct of the company or (except as otherwise provided) access records.	A transfer does NOT by itself make the transferee a member; original and post-formation admission as a member follows section 31: for single-member formation, as agreed between the person and the organizer; for multi-member formation, as agreed among the persons before formation; after formation, as provided in the operating agreement, via an Article 10 transaction, or with the consent of ALL members.	A transferee has the right to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled -- the economic right passes automatically on transfer even though membership/management rights do not.	Management rights do NOT pass with a transfer: a transferee is explicitly excluded from participating 'in the management or conduct of the company's activities' and (except as otherwise provided) from records access; when a member transfers a transferable interest, the TRANSFEROR retains all member rights other than the transferred distribution interest, including management rights.
NMchecked 2026-10-01	Except as otherwise provided in the articles of organization or an operating agreement, until the assignee becomes a member, the assignor -- not the assignee -- continues to be the member with the power to exercise all member rights.	An assignee may become a member only if the other members unanimously consent, in a manner specified in the articles of organization or operating agreement, or (absent such specification) by a dated, signed instrument.	Until the assignee becomes a member, an assignment entitles the assignee to receive only the distributions and return of capital to which the assignor would otherwise be entitled with respect to the assigned interest.	Management rights do not pass with a mere assignment: until the assignee becomes a member, the assignor (not the assignee) retains the power to exercise all member rights, meaning the assignee has none until admitted under 53-19-33(A).
NVchecked 2026-10-01	A member's interest in an LLC is personal property, transferable subject to any restriction in the articles/operating agreement. A transferee has no right to participate in management or become a member unless a majority in interest of the other members approve the transfer.	A transferee becomes a substituted member only if a majority in interest of the other members approve the transfer. Initial-member admission instead occurs upon filing (member-managed LLCs) or per the operating agreement's own terms (manager-managed LLCs) (NRS 86.326).	A transferee who has not been approved as a substituted member is still entitled to receive the share of profits or other compensation by way of income, and the return of contributions, to which the transferor would otherwise be entitled -- the economic right passes on transfer even though membership/management rights do not.	Management/business-affairs participation does NOT pass with a transfer: a transferee has no right to participate in management unless and until approved as a substituted member by a majority in interest of the other members; by default, management is vested in the members proportionally in interest unless the articles designate manager-management (NRS 86.291).
NYchecked 2026-10-01	A membership interest is assignable in whole or in part (603(a)(1)). The assignment does not dissolve the LLC or entitle the assignee to participate in management/affairs or to become or exercise any rights of a member (603(a)(2)); its only effect is to entitle the assignee to receive, to the extent assigned, the distributions and profit/loss allocations the assignor would have received (603(a)(3)). A member who assigns the member's entire interest ceases to be a member (603(a)(4)).	An assignee of a membership interest may not become a member without the vote or written consent of at least a majority in interest of the members other than the assigning member (604(a)) -- a MAJORITY-IN-INTEREST standard, not the unanimous-consent default seen in some sibling states. Direct admission of a person acquiring an interest from the LLC itself follows the same majority-in-interest default absent a contrary operating agreement (602(b)(1)).	A membership interest is personal property and a member has no interest in specific LLC property (601). Before becoming a member, an assignee's rights are limited to the distributions and profit/loss allocations assigned (603(a)(3)).	A bare assignment does not entitle the assignee to participate in management or exercise any member rights until admitted (603(a)(2)). Default governing structure: unless the articles of organization designate manager-management, management is vested in the members themselves (401(a)); member-managers and designated managers are both addressed by 408.
OHchecked 2026-10-01	An assignment, in whole or in part, of a membership interest is permissible; it does not by itself cause a member to cease to be a member (or to cease to be associated with a series), and does not by itself cause dissolution and winding up of the LLC or a series. A membership interest may be evidenced by a certificate of membership interest, but the LLC may not issue such a certificate in bearer form. The LLC need not give effect to the assignment until it has notice of it. When a member assigns a membership interest, the assignor retains the rights of a member other than the assigned right to distributions, and retains all duties and obligations of a member.	At formation, a person is admitted as a member either when the organizer (authorized by intended members) files the articles of organization, or an unauthorized organizer holds the authority of a member until the initial member is admitted. After formation, a person may be admitted: (1) as provided in the operating agreement; (2) as the result of a merger/conversion transaction effective under sections 1706.71 to 1706.74; (3) with the consent of all members, or, for a single-member LLC, the consent of the member; or (4) within 90 days after the last remaining member's dissociation, if all holders of the last-assigned membership interest consent to a designee and the designee consents to be admitted effective as of the date the last member ceased to be a member. A person may be admitted without acquiring a membership interest and without making or being obligated to make a contribution, including as the sole member.	An assignee has the right to receive, in accordance with the assignment, the distributions to which the assignor would otherwise be entitled -- an economic right only, prior to admission as a member.	Subject to section 1706.332 (power of a deceased member's personal representative -- a narrow probate-specific carve-out), an assignment does not entitle the assignee to participate in the management or conduct of the LLC's (or a series') activities, or to have access to records or other information concerning those activities, until the assignee is admitted as a member. Ohio's default governance structure itself vests direction and oversight of the LLC's activities directly in its members (a majority decides ordinary-course matters; unanimous consent is required for the matters listed in 1706.30(C)), rather than granting every member blanket statutory agency authority.
OKchecked 2026-10-01	Unless otherwise provided in an operating agreement, an assignment of the capital interest does not entitle the assignee to participate in the management and affairs of the LLC or to become or exercise any rights or powers of a member.	An assignee may become a member if the operating agreement so provides, or, absent such a provision, if members representing a majority of the profits not subject to the assignment consent in writing.	An assignment entitles the assignee to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction, or credit to which the assignor was entitled, to the extent assigned.	Management rights do not pass with a mere assignment: the assignee may not participate in management and affairs or exercise any member rights or powers unless and until admitted as a member under 18 O.S. 2035(A).
ORchecked 2026-10-01	A membership interest is personal property (ORS 63.239) and is assignable in whole or in part (ORS 63.249(1)); an assignment does not itself dissolve the LLC (63.249(2)).	After initial formation, a person is admitted as a member upon compliance with the articles of organization or operating agreement, or, if neither so provide: for a person acquiring an interest directly from the company, upon consent of a majority of the members; for an assignee, upon consent of a majority of members other than the assignor (with a further carve-out at 63.245(2)(c) for assignments that would leave the LLC with no remaining members).	Until the assignee becomes a member, the assignee has the assignor's right to receive and retain, to the extent assigned, distributions and allocations of profits and losses to which the assignor would be entitled -- the economic right passes on assignment even though membership/management rights do not.	Management/business-affairs participation does NOT pass with a mere assignment: ORS 63.249(3) bars the assignee from exercising 'any other rights of a member' (including management) until admitted; by default, member-managed or manager-managed status governs under ORS 63.130, with managers or members empowered to bind the company.
PAchecked 2026-10-01	Subject to the charging-order section (8853(f)), a transfer of a transferable interest in whole or in part is permissible, does not by itself cause dissociation of the transferor as a member or dissolution of the LLC, and (subject to the personal-representative provision in 8854) does not entitle the transferee to participate in management/conduct of the company's activities or, except as provided for a dissolution accounting, to have access to company records (8852(a)).	Initial members become members as agreed with the organizer at formation (8841(a)-(b)). After formation, a person becomes a member: by organizer action if the company has no members; as the operating agreement provides; via a Chapter 3 entity transaction; with the affirmative vote or consent of ALL the members (the default rule, absent a contrary operating agreement); or under the dissolution-events section (8841(d)).	A transferable interest is personal property, and a person may not transfer to a non-member any rights in the LLC other than the transferable interest (8851). A transferee has the right to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled (8852(b)).	A transfer does not entitle the transferee to participate in the management or conduct of the company's activities and affairs (8852(a)(3)(i)). Default governing structure: a PA LLC is member-managed unless the operating agreement expressly provides for manager-management (8847(a)); in a member-managed company each member has equal management rights (8847(b)(2)).
RIchecked 2026-10-01	A membership interest is personal property (7-16-34). Unless otherwise provided in the articles/operating agreement, a membership interest is assignable in whole or in part, and an assignment does not of itself dissolve the LLC or entitle the assignee to participate in management, become a member, or exercise any member rights or powers. Critically, 7-16-35(a)(4) adds the mirror-image rule for the ASSIGNOR: a member who assigns ALL of their membership interest themselves ceases to be a member and loses the power to exercise any rights or powers of a member -- a full assignment terminates the assignor's own membership, not merely limiting the assignee's rights. This is RI's full-assignment-terminates-membership rule.	Except as otherwise provided in a written operating agreement, an assignee of an LLC interest may become a member ONLY IF the other members UNANIMOUSLY CONSENT -- a stricter, unanimous (not majority) default threshold compared to several other states in this plan.	An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled -- the economic right passes on assignment even though membership/management rights do not.	Management/affairs participation does NOT pass with a mere assignment: 7-16-35(a)(2) bars the assignee from participating in management until admitted as a member under 7-16-36's unanimous-consent standard; by default, absent a designated manager, 7-16-14 vests management in the members themselves. Full (not partial) assignment also ends the ASSIGNOR's own management rights along with membership itself: 7-16-35(a)(4) provides that a member who assigns the whole of their interest 'ceases to be a member and to have the power to exercise any rights or powers of a member' -- so management rights are extinguished for the assignor, not merely withheld from the assignee.
SCchecked 2026-10-01	A distributional interest in a limited liability company is personal property and, subject to 33-44-502 and 33-44-503, may be transferred in whole or in part (33-44-501(b)). A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member (33-44-502). South Carolina's statute uses 'distributional interest'/'transfer'/'transferee' terminology rather than 'membership interest'/'assignment'/'assignee', but the substance is the same four-leaf structure.	A transferee of a distributional interest may become a member ONLY IF (a) the transferor grants that right under authority described in the operating agreement, OR (b), absent such a grant, ALL OTHER MEMBERS consent -- a two-path rule (transferor-granted right OR unanimous consent of the others), distinct from a pure unanimous-consent-only default. Section 33-44-404(c)(7) separately and consistently lists 'the admission of a new member' among the matters requiring the consent of ALL members by default (applicable to both member-managed and manager-managed companies).	A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled -- the economic right passes on transfer even though membership/management rights do not.	Management/conduct participation does NOT pass with a mere transfer: 33-44-503(d) bars a transferee who has not become a member from participating in management or conduct of the business. By default, absent manager-designation (a member-managed company per 33-44-101(12)), each member has equal management rights (33-44-404(a)); if manager-managed, each manager has equal management rights instead (33-44-404(b)).
SDchecked 2026-10-01	A distributional interest in an LLC is personal property (SDCL 47-34A-501(b)) and, subject to 47-34A-502/503, may be transferred in whole or in part. A transfer of a distributional interest does NOT entitle the transferee to become, or to exercise any rights of, a member (47-34A-502) -- the transfer conveys only the economic distributional interest, never membership status, to the transferee.	A transferee of a distributional interest may become a member if and to the extent that the transferor gives the transferee that right in accordance with authority described in the operating agreement, OR all other members consent (SDCL 47-34A-503(a)).	A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled (47-34A-502); a transferee who does not become a member is entitled to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled, and, on dissolution and winding up, the net amount otherwise distributable to the transferor from the date of the latest agreed statement of account (47-34A-503(e)).	A transferee who does not become a member is not entitled to participate in the management or conduct of the LLC's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records (47-34A-503(d)).
TNchecked 2026-10-01	Except as provided in subsection (c), the financial rights of a member or a holder of financial rights are transferable in whole or in part.	After an LLC is formed, all members must approve the admission of a new person as a member.	A transfer of financial rights entitles the transferee to receive, to the extent transferred, ONLY the share of profits and losses and the distributions to which the transferor would otherwise be entitled, together with the right to transfer those financial rights further.	Management rights do not pass with a mere transfer of financial rights: subsection (b)'s exhaustive 'only' construction limits the transferee to profits/losses/distributions and the further-transfer right, necessarily excluding participation in management (which is not among the listed rights). No sibling-state-style EXPLICIT 'transferee may not participate in management' clause was captured for TN -- Lexis's public-access snippet for S 48-249-507 truncates before any subsection (c); this leaf's 'applies' determination rests on the limiting force of the word 'only' in (b) itself, which the quote below reproduces in full, rather than on an explicit converse statement. Flagged for the validator as a materially different evidentiary shape than the DE/NJ/NC/WA/WV pattern used elsewhere this session.
TXchecked 2026-10-01	A membership interest in a Texas LLC may be wholly or partly assigned (BOC 101.108(a)). The assignment is not an event requiring winding up, and does not itself entitle the assignee to participate in management, become a member, or exercise any member rights (101.108(b)).	An assignee of a membership interest is entitled to become a member on the approval of all of the company's members (101.109(b)); until then the assignee is not liable as a member (101.109(c)). A person admitted as a member after formation (whether by acquiring/being assigned an interest or admitted without acquiring one) becomes a member on approval or consent of all members (101.103(c)).	A membership interest is personal property (101.106(a)). Before becoming a member, an assignee is entitled to receive any allocation of income, gain, loss, deduction or credit, and any distribution, that the assignor was entitled to receive, to the extent assigned (101.109(a)(1)-(2)).	An assignment does not entitle the assignee to participate in the management and affairs of the company or exercise any rights of a member (101.108(b)(2)(A),(C)) until admitted. Who actually holds management rights by default is set by the governing-authority rule: the managers if the company agreement/certificate provides for manager-management, otherwise the members (101.251).
UTchecked 2026-10-01	Subject to the charging-order section (48-3a-503(6)), a transfer of a transferable interest in whole or in part is permissible, does not by itself cause a member's dissociation or the LLC's dissolution, and (subject to section 504) does not entitle the transferee to participate in management/conduct or, except as otherwise provided, to have access to company records.	Initial members become members as agreed with the organizer at formation. After formation, a person becomes a member as the operating agreement provides, via a Part 10 entity transaction, with the consent of ALL the members (the default rule), or as provided in 48-3a-701(3).	A transferable interest is the right to receive distributions, as initially owned by a person in the person's capacity as a member (102). A transferee has the right to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled (502).	A transfer does not entitle the transferee to participate in management or conduct of the LLC's activities and affairs (502). Default governing structure: member-managed unless the operating agreement expressly designates manager-management (407(1)); in a member-managed LLC each member has equal management rights (407(2)).
VAchecked 2026-10-01	Except as provided in 13.1-1040(A), an assignment does not entitle the assignee to participate in the management and affairs of the LLC or to become or exercise any rights of a member.	An assignee may become a member only by the consent of a majority of the member-managers (other than the assignor member) of a manager-managed LLC with a member-manager, or by a majority vote of the members (other than the assignor member) of any other LLC, unless the articles of organization or operating agreement provide otherwise.	Unless otherwise provided, an assignment entitles the assignee to receive, to the extent assigned, only the share of profits, losses, and distributions to which the assignor would be entitled.	Management rights do not pass with a mere assignment: the assignee may not participate in management and affairs or exercise any member rights unless and until admitted as a member under 13.1-1040(A).
VTchecked 2026-10-01	A transfer, in whole or in part, of a distributional interest is permissible, does not by itself cause a member's dissociation or the company's dissolution, and (subject to section 4075) does not entitle the transferee to become or exercise any rights of a member, participate in management, or (except as provided in 4073(d)) have access to company records (4072(a)). If a member transfers a distributional interest, the transferor retains the rights of a member other than the interest transferred and retains all duties/obligations of a member (4072(c)).	Initial members become members as agreed with the organizer at formation (4051(a)-(b)); initial admission can also occur with consent of a majority of organizers under 4051(c) where the articles so state. A transferee of a distributional interest may become a member only if and to the extent that ALL OTHER MEMBERS CONSENT (4073(a)) -- a unanimous-consent default, matching the PA/UT siblings, not NY's majority-in-interest default.	A distributional interest is personal property (4071(a)). A transfer entitles the transferee to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled (4072(b)).	A transfer does not entitle the transferee to participate in the management or conduct of the company's activities (4072(a)(3)(B)). Default governing structure: member-managed unless the operating agreement expressly designates manager-management (4054(a)); in a member-managed LLC each member has equal management rights (4054(b)(2)).
WAchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible, and does NOT, as against the members or the LLC, entitle the transferee to participate in management, require access to transaction information, or obtain access to other records.	A transferee of a transferable interest is admitted as a member only upon compliance with any procedure specified in the LLC agreement or, if none exists, upon the consent of ALL members and when the person's admission is reflected in the company's records.	A transfer of a transferable interest entitles the transferee to receive distributions to which the transferor would otherwise be entitled, to the extent transferred -- the economic right passes automatically on transfer even though membership/management rights do not.	Management rights do NOT pass with a transfer: a transferee is explicitly barred from participating 'in the management of the limited liability company's activities' or obtaining transaction/records access; on a partial transfer, the transferor retains all pre-transfer rights, duties, and obligations other than the transferred interest itself (subsection 3).
WIchecked 2026-10-01	A transfer, in whole or in part, of a transferable interest is permissible; it does not by itself cause a member's dissociation or a dissolution and winding up of the LLC's activities and affairs. Subject to s. 183.0504, it does not entitle the transferee to participate in management or conduct of the company's activities and affairs, or (except as otherwise provided) to access records or other information.	After formation, a person becomes a member: as provided in the operating agreement; as the result of a transaction effective under subch. X; with the affirmative vote or consent of ALL the members (default rule); as provided in s. 183.0701(1)(c); or as provided in s. 183.0503(6)(c). A person may become a member without acquiring a transferable interest or making/being obligated to make a contribution.	A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. In a dissolution and winding up, a transferee is entitled to an account of the company's transactions only from the date of dissolution.	A transfer does not entitle the transferee to participate in the management or conduct of the company's activities and affairs. If a member transfers a transferable interest and the transferee does not become a member, the transferor retains the rights of a member other than the distribution interest transferred, and retains all duties and obligations of a member.
WVchecked 2026-10-01	A distributional interest is personal property transferable in whole or in part (S 31B-5-501(b)); a transfer does NOT entitle the transferee to become or exercise any rights of a member (S 31B-5-502).	A transferee of a distributional interest may become a member ONLY if and to the extent the transferor grants that right per authority in the operating agreement, OR if all other members consent.	A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled -- the economic right passes automatically on transfer even though membership/management rights do not.	A transferee who does NOT become a member is not entitled to participate in the management or conduct of the LLC's business, require access to transaction information, or inspect/copy company records.
WYchecked 2026-10-01	A transferable interest (the right to receive distributions on account of a member's interest) is personal property (W.S. 17-29-501). A transfer, in whole or in part, is permissible and does not by itself cause the transferring member's dissociation or the company's dissolution and winding up (17-29-502(a)(i)-(ii)); when a member transfers a transferable interest, the TRANSFEROR RETAINS all rights of a member other than the interest in distributions transferred, and retains all duties and obligations of a member (17-29-502(g)).	After formation, a person -- including a transferee seeking to become a member with respect to the transferred interest -- becomes a member only as provided in the operating agreement, or with the consent of ALL the members (W.S. 17-29-401(d)(i),(iii)); a separate no-members procedure applies only if the company has had no members for up to ninety (90) consecutive days, under which the last person to have been a member (or that person's legal representative) designates a person who then consents to become a member (17-29-401(d)(vi)).	A transferee has the right to receive, in accordance with the transfer, only the distributions to which the transferor would otherwise have been entitled (W.S. 17-29-502(b)); in a dissolution and winding up, a transferee is entitled to an account of the company's transactions only from the date of dissolution (17-29-502(c)).	A transfer of a transferable interest, subject to W.S. 17-29-504, does not entitle the transferee to participate in the management or conduct of the company's activities, or (except as otherwise provided in 17-29-502(c)) to have access to the company's records or other information (W.S. 17-29-502(a)(iii)(A)-(B)).

Field definitions

Assignment Effect: What happens, by default, when an LLC interest is assigned: whether the company dissolves and what rights pass to the assignee.
Admission Requirements: Whether an assignee may become an admitted member, and on what consent or condition.
Economic Rights: Which economic rights (distributions) pass to an assignee who is not admitted as a member.
Management Rights: Whether management or voting rights pass to an assignee who is not admitted as a member.

Field definitions are listed below the table. Hover a cell for its source note. Typed unknowns (e.g., “Portal not observable”) are methodological limits, not data gaps.

Research scope

All 51 US jurisdictions (50 states plus DC). This matrix covers who may hold five role-specific positions under state corporation, limited-partnership, and LLC statutes, plus LLC-interest assignment and admission rights under state LLC statutes. It is state-law capacity only — separate from federal entity tax classification, which this page does not cover. It does not address parent-entity powers to hold interests, member or parent liability beyond a statutory remedy, disregarded-entity conformity, sub-state taxes, or federal employment/excise treatment.

How to read this matrix

Each row is a US jurisdiction. A cell's visible text is the validated value; a typed-unknown cell renders the Unknown badge rather than a raw code. The companion sources.json retains each cell's quote, pinpoint, official source URL, snapshot hash, and on-disk snapshot path. This matrix is the source of record for these six fields — downstream material should link back to its locators rather than restate a value.

Sources

Primary-source citations per cell live in this page's sources.json companion, bound to the role-specific statute line. The full source taxonomy lives at /about/source-registry/.

Private Pierce is not a law firm.

Private Pierce does not provide legal advice.

This page is not a substitute for the advice of an attorney.

Frequently asked questions

What does this entity-capacity matrix cover?

Five state-law role-capacity fields — whether an entity may serve as a corporation director, LP general partner, LLC manager, or LLC member, and whether a trust specifically may be an LLC member — plus LLC-interest assignment and admission rights, each cited to the state's own corporation, limited-partnership, or LLC statute.

Does this page cover federal tax classification?

No. State-law role capacity is separate from federal entity tax classification, covered on a separate federal-classification matrix not yet published; this page does not state a federal tax position.

Why is LLC-interest assignment and admission rights shown separately from the five role fields?

Assignment and admission rights answer a different question — what passes to an assignee of an LLC interest by default — than who may hold a role. Each is sourced and cited independently, and a corp or LP cell never fills an LLC field.

Is this a recommendation about which entity or state to use?

No. The matrix reports official statute facts by jurisdiction. It does not weigh tax, privacy, governance, or liability outcomes, and does not recommend an entity type or state.