Sec. 35-55. Effect of member's dissociation.

204 words·~1 min read·/il/chapter-805/act-180/35-55

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

(a)Upon a member's dissociation from a limited liability company:

(1)the member's right to participate in the management and conduct of the company's

business terminates, except as otherwise provided in Section 35-4, and the member ceases to be a member and is treated the same as a transferee of a member;

(2)the member's fiduciary duties terminate, except as provided in subdivision

(3)of

this subsection (a);

(3)the member's duty of loyalty under subdivisions

(1)and

(2)of subsection

(b)of

Section 15-3 and duty of care under subsection

(c)of Section 15-3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35-4; and

(4)subject to Section 30-25 and Article 37, any distributional interest owned by the

person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.

(b)A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.