§ 21-144 — Member's power to dissociate; wrongful dissociation

Nebraska § 21-144

• Jurisdiction: Nebraska
• Ch. 21: Corporations and Other Companies

Text

(RULLCA
601) (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 21-145 .
(b) 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:
(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 21-145 ;
(C) the person is dissociated
under subdivision (7)(A) of section 21-145 by becoming a debtor in bankruptcy;
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 willfully dissolved or terminated.
(c) A person that wrongfully
dissociates as a member is liable to the limited liability company and, subject
to section 21-164 , 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.

Legislative History

Source: Laws 2010, LB888, § 44.