§ 21-145 — Events causing dissociation

(RULLCA 602) A person
is dissociated as a member from a limited liability company when:
(1) the company has notice
of the person's express will to withdraw as a member, but, if the person specified
a withdrawal date later than the date the company had notice, on that later
date;
(2)
an event stated in the operating agreement as causing the person's dissociation
occurs;
(3)
the person is expelled as a member pursuant to the operating agreement;
(4) the person is expelled
as a member by the unanimous consent of the other members if:
(A) it is unlawful to
carry on the company's activities with the person as a member;
(B) there has been a
transfer of all of the person's transferable interest in the company, other
than:
(i)
a transfer for security purposes; or
(ii) a charging order in effect under section 21-142
which has not been foreclosed;
(C) the person is a corporation and, within ninety
days after the company notifies the person that it will be expelled as a member
because the person has filed a certificate of dissolution or the equivalent,
its charter has been revoked, or its right to conduct business has been suspended
by the jurisdiction of its incorporation, the certificate of dissolution has
not been revoked or its charter or right to conduct business has not been
reinstated; or
(D)
the person is a limited liability company or partnership that has been dissolved
and whose business is being wound up;
(5) on application by the company, the person is expelled
as a member by judicial order because the person:
(A) has engaged, or is engaging,
in wrongful conduct that has adversely and materially affected, or will adversely
and materially affect, the company's activities;
(B) has willfully or persistently
committed, or is willfully and persistently committing, a material breach
of the operating agreement or the person's duties or obligations under section 21-138 ; or
(C)
has engaged in, or is engaging in, conduct relating to the company's activities
which makes it not reasonably practicable to carry on the activities with
the person as a member;
(6)
in the case of a person who is an individual:
(A) the person dies; or
(B) in a member-managed
limited liability company:
(i) a guardian or general conservator for the person
is appointed; or
(ii)
there is a judicial order that the person has otherwise become incapable of
performing the person's duties as a member under the Nebraska Uniform Limited
Liability Company Act or the operating agreement;
(7) in a member-managed limited
liability company, the person:
(A) becomes a debtor in bankruptcy;
(B) executes an assignment
for the benefit of creditors; or
(C) seeks, consents to, or acquiesces in the appointment
of a trustee, receiver, or liquidator of the person or of all or substantially
all of the person's property;
(8) 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 company is distributed;
(9) 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 company is
distributed;
(10)
in the case of a member that is not an individual, partnership, limited liability
company, corporation, trust, or estate, the termination of the member;
(11) the company participates
in a merger under sections 21-170 to 21-184 , if:
(A) the company is not the surviving
entity; or
(B)
otherwise as a result of the merger, the person ceases to be a member;
(12) the company participates
in a conversion under sections 21-170 to 21-184 ;
(13) the company participates in
a domestication under sections 21-170 to 21-184 , if, as a result of the domestication,
the person ceases to be a member; or
(14) the company terminates.

Legislative History

Source: Laws 2010, LB888, § 45.