CHAPTER 25-6
OWNERSHIP AND TRANSFER OF PROPERTY

25-6-1 Ownership of LLC Property.

(A)    All property originally transferred to or acquired by an LLC is property of the LLC and not the Owners individually.

(B)    Property acquired with LLC funds is presumed to be LLC property.

(C)    Property may be acquired, held, and conveyed in the name of the LLC.

25-6-2 Transfer of Property.

The property of an LLC may be transferred by an instrument of transfer executed by any Owner in the name of the LLC, unless management is vested in managers, in which case the document of transfer shall be executed by a manager, subject to any limitation that may be imposed by the Operating Agreement.

25-6-3 Nature of Interest.

An LLC interest is personal property.

25-6-4 Assignment of LLC Interest.

(A)    Unless otherwise provided in the Operating Agreement:

(1)    An LLC interest is assignable in whole or in part.

(2)    An assignment of an LLC interest entitles the assignee to receive only the distributions and to share in the allocations of profits and losses to which the assignee would be entitled with respect to the assigned interest.

(3)    An assignment of an LLC interest does not dissolve the LLC.

(4)    Unless and until the assignee becomes an Owner of the LLC under Section 25-6-6, the assignment of an LLC interest does not entitle the assignee to participate in the management or exercise rights of an Owner.

(5)    Unless and until the assignee of an LLC interest becomes an Owner of the LLC under Section 25-6-6, the assignor continues to be an Owner.

(6)    The assignor of an LLC interest is not released from any personal liability arising under this Code as an Owner of the LLC solely as a result of the assignment.

(B)    Unless otherwise provided in the Operating Agreement, the granting of a security interest, lien, or other encumbrance in or against any or all of an Owner’s LLC interest is not assignable and shall not cause the Owner to cease to have the power to exercise any rights or powers of an Owner.

25-6-5 Rights of Judgment Creditor.

Upon application to a court of competent jurisdiction, including a court other than the Tribal Court having valid jurisdiction over an Owner, by any judgment creditor of the Owner, the court may charge the LLC interest of any Owner (other than the Nation) with payment of the unsatisfied amount of the judgment. To the extent so charged, the judgment creditor has only the rights of an assignee of the Owner’s LLC interest in distributions made by the LLC to Owners and other assigned interest holders in the usual course of business. This Section does not deprive any Owner of the benefit of any exemption laws applicable to the LLC interest. In no event shall the Nation’s interest be attachable in abrogation of its sovereign immunity.

25-6-6 Right of Assignee to Become an Owner.

(A)    Unless otherwise provided in the Operating Agreement, an assignee of an LLC interest may become an Owner only if the other Owners unanimously consent.

(B)    An assignee of an LLC interest who becomes an Owner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of the assignor under the Operating Agreement and this Code.

(C)    Unless otherwise provided in the Operating Agreement, an assignor of an LLC interest is not released from any liability to the LLC without the written consent of all the Owners, whether or not the assignee becomes an Owner.

25-6-7 Powers of Legal Representative.

If an Owner who is an individual dies or a court of competent jurisdiction adjudges the Owner to be incompetent to manage his or her person or property, the Owner’s personal representative, administrator, guardian, conservator, trustee, or other legal representative shall have all the rights of an assignee of the Owner’s interest. If an Owner is a corporation, trust, partnership, limited liability company, or other entity and is dissolved or terminated, the powers of that Owner may be exercised by its legal representative or successor.