Minnesota § 322C.0601 MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION

Minnesota Statutes

§ 322C.0601 — MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION

Minnesota § 322C.0601

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 322CMINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

This text of Minnesota § 322C.0601 (MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 322C.0601 (2026).

Text

Subdivision 1.Power to dissociate. 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 section322C.0602, clause (1). Subd. 2.Wrongful dissociation. A person's dissociation from a limited liability company is wrongful only if the dissociation:

(1)is in breach of an express provision of the operating agreement; or

(2)occurs before the termination of the company and:

(i)the person withdraws as a member by express will;

(ii)the person is expelled as a member by judicial order under section322C.0602, clause (5);

(iii)the person is dissociated under section322C.0602, clause (7), item (i), by becoming a debtor in bankruptcy; or

(iv)in the case of a person that is not a trust other than a business trust, a

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Subdivision 1.Power to dissociate.
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 section322C.0602, clause (1).

Subd. 2.Wrongful dissociation.
A person's dissociation from a limited liability company is wrongful only if the dissociation:
(1) is in breach of an express provision of the operating agreement; or
(2) occurs before the termination of the company and:
(i) the person withdraws as a member by express will;
(ii) the person is expelled as a member by judicial order under section322C.0602, clause (5);
(iii) the person is dissociated under section322C.0602, clause (7), item (i), by becoming a debtor in bankruptcy; or
(iv) 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 willfully dissolved or terminated.

Subd. 3.Liability for wrongful dissociation.
A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section322C.0901, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members.