Section 10Part 3 — LLC Agreement
Admission of members
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In connection with the formation of a limited liability company, a person that is to be admitted as an initial mem ber of the limited liability company shall be admitted upon the registration of the limited liability company.
After the formation of a limited liability company, a person may be admitted as a member of the limited liability company in the following ci rcumstances —
in the case of a person acquiring a LLC interest from, or being issued with a LLC interest by, the limited liability company, at the time provided in and upon compliance with the LLC agreement provided that, if the LLC agreement does not so provide, then upon —
the consent of all members; and
the person’s admission being reflected in the records of the limited liability company;
in the case of a transferee of a LLC interest, as provided in this Act and at the time provided in and upon compliance with the terms of the LLC agreement or, if the LLC agreement does not so provide, when any such person’s permitted admission is reflected in the records of the limited liability company;
unless otherwise provided in a plan of merger or consolidation, in the case of a person acquiring a LLC interest in a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with this Act , at the time provided in and u pon compliance with the terms of the LLC agreement of the surviving or resulting limited liability company or otherwise in accordance with the plan of merger or consolidation; or
in connection with the continuation of a foreign entity as a limited liab ility company in the Islands in accordance with this Act or the conversion of an exempted company to a limited liability company in accordance with this Act , a person who is a member (or equivalent) of such foreign entity or a shareholder of such exempted company shall be deemed a member of the limited liability company from the time such continuation or conversion takes effect in accordance with this Act (without prejudice to their legal status as a member (or equivalent) of such foreign entity or as a sha reholder of such exempted company prior to the time that such continuation or conversion takes effect).
Provided that any and all requirements for or conditions to an admission contained in the LLC agreement have been complied with in respect of a pers on (or, to the extent permitted by the LLC agreement, waived), any such person, howsoever admitted, shall without the requirement for any further actions or formalities, be deemed to have become a member and adhered to and agreed to be bound by the terms a nd conditions of the LLC agreement from that date as if that person and all existing members and any other parties to the LLC agreement had together duly executed and delivered the LLC agreement whether as a deed or otherwise.
Unless otherwise provided in a LLC agreement, a person may be admitted to a limited liability company as a member of the limited liability company and may receive a LLC interest in or be granted other rights in respect of the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company, subject to any provisions of the LLC agreement or this Act requiring amounts to be paid or property to be returned by the member to the limited liability company.
A person may be admitted as the sole member of a limited liability company.
Unless otherwise provided in a LLC agreement or any agreement with the limited liability company, a member shall have no pre - emptive right to subscribe for any issue of LLC interests or fo r any other interest in a limited liability company.
Unless otherwise provided in a LLC agreement, a member’s LLC interest may (but need not) be evidenced by a certificate of LLC interest issued by the limited liability company.
A certificate of LLC interest issued by or on behalf of a limited liability company specifying that a person is a member of that limited liability company (and specifying such additional information, if any, as the limited liability company may determine) and purportedly s igned (including by facsimile or other electronically affixed signature) with the express or implied authority of the limited liability company is admissible in evidence as proof of that person’s membership of the limited liability company and as proof of that additional information in respect of that member’s LLC interest as may have been included in the certificate by the limited liability company.
A LLC interest of a member in a limited liability company is personal estate and not of the nature of re al estate.
A member has no interest in any specific property of the limited liability company.
Notwithstanding any other provision of this Act , a limited liability company shall not issue bearer LLC interests, bearer certificates or bearer coupon s and any issue or purported issue of such shall be void.
For the purposes of subsection (11), “ bearer ” means a document that does not record the owner’s name and where title to the document or to what the document represents is transferred or purport ed to be transferred solely by delivery of such document.