Connecticut § 34-263 Power to dissociate as member. Wrongful dissociation.

Connecticut Statutes

§ 34-263 — Power to dissociate as member. Wrongful dissociation.

Connecticut·Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts·Ch. 613a Uniform Limited Liability Company Act

(a)A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 34-263a.

(b)A person's dissociation as a member is wrongful only if the dissociation:

(1)Is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the company and:

(A)The person withdraws as a member by express will;

(B)the person is expelled as a member by judicial order under subdivision (5) of section 34-263a ;

(C)the person is dissociated under subdivision (8) of section 34-263a ; or (D) in the case of a person that is not a trust other than a business trust, an estate or an individual, the person is expelled or otherwise dissociated as a member because

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(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 34-263a. (b) A person's dissociation as a member is wrongful only if the dissociation: (1) Is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the company and: (A) The person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under subdivision (5) of section 34-263a ; (C) the person is dissociated under subdivision (8) of section 34-263a ; or (D) in the case of a person that is not a trust other than a business trust, an estate or an individual, the person is expelled or otherwise dissociated as a member because it wilfully dissolved or terminated. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 34-271 , to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.

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