§ 17-25-107 — Withdrawal of members and return of members' contributions to capital

(a) A member may only withdraw from a close limited
liability company upon the terms and conditions set forth in the
operating agreement. If no terms and conditions for withdrawal
of a member are set forth in the company’s operating agreement,
a member may withdraw only with the consent of all other members
of the company.
(b) A member shall not receive out of close limited
liability company property any part of his or its contribution
to capital unless:
(i) All liabilities of the company, except
liabilities to members on account of their contributions to
capital, have been paid or there remains property of the company
sufficient to pay them; and
(ii) All members consent to such return of
contributions to capital; and either:
(A) The company is dissolved; or
(B) The articles of organization or operating
agreement of the company otherwise provide for the return of
contributions to capital.
(iii) Repealed By Laws 2008, Ch. 116, § 2.
(iv) Repealed By Laws 2008, Ch. 116, § 2.
(c) In the absence of a statement in the articles of
organization to the contrary or the consent of all members of
the close limited liability company, a member, irrespective of
the nature of his or its contribution, has only the right to
demand and receive cash in return for his or its contribution to
capital.
(d) A member of a close limited liability company may not
have the company dissolved for a failure to return his or its
contribution to capital.