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Vertalis Business Law Glossary

Ownership & Governance

Membership Interest

By Tim Nichols

In plain English

An owner's interest in an LLC, including the economic rights associated with ownership. In Texas, the transferable membership interest is distinguished from the member's right to participate in management. The company agreement and applicable law determine voting, distributions, transfer restrictions, and admission rights.

Types and key distinctions

Assignee

A person or entity that receives rights transferred by another. For a Texas LLC, receiving an assigned membership interest ordinarily does not, by itself, make the recipient a member or confer management rights. Admission and the scope of rights depend on the company agreement and applicable law.

Assignment of Membership Interest

A transfer of all or part of an owner's LLC interest to another person or entity. The transfer may be restricted by the company agreement. Transferring economic rights and admitting the recipient as a member are separate steps, so an assignment may not transfer voting or management authority.

Successor Member

A person admitted to LLC membership following a prior member's death, transfer, or another succession event. Receiving an inherited economic interest does not necessarily complete admission or confer management rights. The company agreement, estate arrangements, and applicable statutory continuation rules should work together.

Minority Owner

An owner who holds less than a controlling interest under the company's actual voting and governance structure. Economic percentage alone may not determine control. Minority owners can have contractual approval, information, or exit rights, but ownership status does not automatically give a veto or a guaranteed buyout.

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