[§428-602] Member's power to dissociate; wrongful dissociation.

235 words·~1 min read·/hi/chapter-428/428-602

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will.

(b)A member's dissociation from a limited liability company is wrongful only if:

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

(2)Before the expiration of the term of a company having a specified term:

(A)The member withdraws by express will;

(B)The member is expelled by judicial determination under section 428-601(5);

(C)The member is dissociated by becoming a debtor in bankruptcy; or

(D)In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated its existence.

(c)A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.

(d)If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b), damages sustained by the company for the wrongful dissociation shall be offset against distributions otherwise due the member after the dissociation. [L 1996, c 92, pt of §1]