§ 31 §1582 — Events causing dissociation

A person is dissociated as a member from a limited liability company when:
1.
Notice.
The limited liability company has notice from the person of the person's express will to dissociate as a member, except if the person specifies in the notice a dissociation date later than the date the limited liability company had notice the person is dissociated as a member, on that later date;
2.
Event.
An event stated in the limited liability company agreement as causing the person's dissociation occurs;
3.
Expulsion pursuant to agreement.
The person is expelled as a member pursuant to the limited liability company agreement;
4.
Expulsion upon unanimous consent.
The person is expelled as a member by the unanimous consent of the other members. A person is expelled under this subsection if:
5.
Expulsion by judicial order.
On application by the limited liability company, the person is expelled as a member by judicial order because the person:
6.
Death; appointment of guardian or conservator; determination.
In the case of a person who is an individual, the person dies, there is appointed a guardian or general conservator for the person or there is a judicial determination that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the limited liability company agreement;
7.
Bankruptcy; assignment; appointment of trustee, receiver or liquidator.
The person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors or seeks, consents or acquiesces to the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property. This subsection does not apply to a person who is the sole remaining member of a limited liability company;
8.
Successor trustee.
In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee;
9.
Estate; personal representative of estate.
In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative;
10.
Termination of legal existence.
In the case of a member that is not an individual, the legal existence of the person otherwise terminates; or
11.
Transfer of remaining interest.
A person who is a member transfers the person's entire remaining transferable interest but not until the later of:

Legislative History

PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, §3 (AFF).