What must happen to transfer a full membership interest in an LLC?

To transfer a full membership interest in a Limited Liability Company (LLC), it typically requires the unanimous consent of the existing members unless otherwise stipulated in the operating agreement of the LLC. This is because transferring membership interests can significantly impact the management and operational dynamics of the LLC.

Unanimous consent ensures that all members have a say in who becomes a member of the LLC and helps to protect the interests of the current members. The principle behind requiring unanimous consent is to maintain control and harmony within the membership, as new members can introduce different ideas, capital, and relationships that affect all existing members.

In many cases, the operating agreement may outline specific procedures for transferring interests, which can include either requiring unanimous consent or allowing for some other form of approval. However, without explicit provisions in the operating agreement, the default rule in many jurisdictions is that unanimous consent is needed.

This is distinct from the other choices: transferring freely without restriction overlooks the need for consent altogether, while requiring approval from the state or a majority vote does not align with the usual requirements established by members for managing membership interests.