LLC Member Dissociation, Withdrawal, and Expulsion Requirements by State
When may a member of an ordinary domestic limited liability company withdraw or otherwise dissociate, when is dissociation wrongful, what agreement, consent, automatic-event, or judicial-expulsion routes apply, and what happens to management, duties, economic rights, liabilities, information rights, and any buyout right?
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Every entry, oldest check August 30, 2026
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What this survey covers
This survey compares how an ordinary domestic LLC member's status ends and what the statute does next. It separates voluntary withdrawal from agreement- based, consent-based, judicial, and automatic dissociation, then tracks the consequences for management, duties, economics, information, and liability. It does not decide whether a particular withdrawal is wrongful, whether disputed conduct justifies expulsion, or what any interest or damages claim is worth.
Why the dimensions must remain separate
California gives a member the power to withdraw at any time, rightfully or wrongfully. Notice of express will causes dissociation when received or on a stated later date; agreement breach and specified pre-termination exits can be wrongful and create liability for resulting damages. The statute separately lists agreement, unanimous-consent, judicial, personal-status, insolvency, entity, transaction, and termination events. Dissociation ends management and future member-managed duties but leaves the economic interest as a transferee interest and does not itself discharge prior liabilities. Cal. Corp. Code §§ 17706.01-.03.
The District of Columbia follows the same power-versus-right architecture but uses its own event list, including a 90-day corporate cure route, foreclosure, interest exchange, and completion of winding up. The LLC itself is the stated applicant for judicial expulsion. D.C. Code §§ 29-806.01-.03.
Wyoming also permits express-will dissociation but defines wrongful exit more narrowly: agreement breach, pre-termination judicial expulsion, and specified bankruptcy dissociation. The former member keeps transferee economics and prior liabilities, while future management and member-managed duties end. Wyo. Stat. §§ 17-29-601 to -603.
New York uses the opposite default. A member may withdraw only at the time or events specified in, and according to, the operating agreement; absent another agreement rule, a member may not withdraw before dissolution and winding up. Its legacy-company branch and separate distribution-on-withdrawal provision show why withdrawal power and economic payout cannot be compressed into one column. N.Y. LLC Law §§ 509 and 606.
These differences require separate columns for governing- document control, voluntary power and notice, wrongfulness, nonjudicial and judicial expulsion, automatic events, governance consequences, economic status, and surviving liabilities and records. Treating “leaving an LLC” as a single event would falsely imply that every member may leave, every departure is rightful, or every dissociation cashes out the interest.
Scope boundaries
The table states neutral statutory status-exit rules and consequences. It does not interpret an operating agreement, determine whether notice was effective, find a material breach, decide whether continued operation is reasonably practicable, value an interest, calculate damages, recommend expulsion or withdrawal, or select a remedy. Judicial dissolution, oppression, charging orders, bankruptcy administration, probate administration, employment, tax, securities, and transaction validity remain outside this survey except where a statute names one as a boundary or automatic event.
State by state
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| State | Governing law, member status exit, and scope | Operating agreement, articles, and status-exit limits | Voluntary withdrawal: power, right, notice, and effective date | Wrongful dissociation, damages, and other liability | Agreement-based and unanimous-consent expulsion | Judicial expulsion: applicant, procedure, and grounds | Death, incapacity, insolvency, entity, and transaction events | Management, voting, authority, and post-exit duties | Transferable interest, distributions, buyout, and economics | Prior liability, information, records, filings, and dissolution |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-30 | Alabama Limited Liability Company Law, Title 10A chs. 1 and 5A; ordinary domestic LLC member status exit through express will, agreement, consent/court, personal/entity events, or specified full transfers. Member, governing person, dissociated member, and transferee remain distinct (§§ 10A-5A-1.01 to -1.02, -6.01 to -6.03) |
LLC agreement governs member-company relations, may define exit/expulsion events and consequences, and continues to bind dissociated members. Written agreement may alter duties/liability within statutory limits, but §§ 10A-5A-6.01 to -6.02 give every person power to dissociate and make express-will notice an exit event (§§ 10A-5A-1.08, -1.10, -6.01 to -6.02) |
Power to dissociate as a member. LLC’s notice of express will ends status on the notice date or member’s specified later date. Section states no universal writing, signature, advance period, acceptance, or company-consent condition; agreement breach can make the effective exit wrongful (§§ 10A-5A-6.01(a), -6.02(a)) |
Wrongful only for express agreement breach, judicial expulsion, or dissociation by bankruptcy/general assignment for creditors. Wrongful person owes LLC and, subject to direct-action law, other members damages caused, in addition to other debt, obligation, or liability (§ 10A-5A-6.01(b)-(c)) |
Agreement-stated event or agreement expulsion causes exit. Other members may unanimously expel only for illegality; full-interest transfer except security; or an organization’s dissolution/suspension or dissolved-and-winding-up status left uncured 90 days after LLC notice (§ 10A-5A-6.02(b)-(d)) |
LLC—not an individual member under this section—may apply. Grounds: materially adverse wrongful conduct; willful/persistent material agreement, chapter, or other-law duty breach; or activity-related conduct making continuation with the person not reasonably practicable. Section states no special notice/hearing/damages procedure (§ 10A-5A-6.02(e)) |
Events include death, guardian/general conservator, judicial incapacity; bankruptcy/assignment/voluntary trustee-receiver-liquidator appointment except for sole remaining member; full trust/estate distribution; other entity termination; and full transfer to another member or to a transferee upon admission. No merger/conversion/domestication event appears in § 6.02; transaction admission is separate (§§ 10A-5A-4.01, -6.02(f)-(l)) |
Direction and oversight right ends; authority to bind must come independently from agreement, specified chapter provisions, or other law. When governing authority terminates, duties end for future matters but continue for pretermination matters. Dissociation does not itself discharge preexit duties or liabilities (§§ 10A-5A-3.02, -4.08(h), -6.03) |
Former member is entitled only to distributions that would otherwise have been received; no statutory automatic buyout, redemption, fair-value payment, or deadline. Agreement binds the dissociated member and may prescribe forced sale, forfeiture, appraisal/formula redemption, or other consequences within mandatory limits (§§ 10A-5A-1.08(b)(4)-(5), -1.10(c), -6.03(a)) |
No discharge of preexit duty, debt, obligation, or liability. Dissociated member may demand material membership-period records on 30 days’ written notice, in good faith/proper purpose, subject to stated limits. No public dissociation filing in Article 6; last-member exit triggers dissolution unless 90-day written continuation or agreement route applies (§§ 10A-5A-4.09(c)-(j), -6.03(b), -7.01(c)) |
| Alaska verified 2026-08-30 | Alaska LLC Act, AS ch. 10.50; ordinary domestic LLC. Uses resignation, removal, and membership termination rather than a general dissociation scheme; member, manager/managing member, former member, and assignee remain distinct (§§ 10.50.010, .110-.150, .155-.225) |
OA controls resignation timing/manner, agreement removal, overrides to many automatic events, former-member/assignee rights, and transfer economics. Articles choose manager management and may add chapter-consistent internal rules. Removal is exclusive to § .205(b)-(c); ordinary Act has no judicial-expulsion route (§§ 10.50.075, .095, .185, .205-.225, .375) |
No default power/right to resign before dissolution and winding up. Member may resign only at OA-specified time/events and in accordance with OA. Statute supplies no universal notice form, recipient, advance period, receipt trigger, later-date rule, acceptance, or consent route (§ 10.50.185(a)-(b)) |
Act does not use wrongful-dissociation category. If a resignation violates OA, LLC may recover breach damages plus other available remedies and offset damages against amount otherwise distributable; statute states no standalone former-member damages formula (§ 10.50.185(c)) |
OA may provide removal with or without cause and controls manner/circumstances. Otherwise removal requires assignment of all interest plus authorization by majority of nonassigning members—not unanimity and not a free-standing no-cause route. Full assignment alone keeps assignor a member unless assignee is admitted or removal occurs (§§ 10.50.180, .205, .375(c)) |
No judicial-expulsion applicant or grounds in ordinary ch. 10.50. Section .205 makes removal exclusive to full-assignment-plus-majority or OA routes. A member/legal representative may instead seek company dissolution when carrying on company purposes is impossible; that is entity dissolution, not member expulsion (§§ 10.50.205, .400-.405) |
Unless OA or contemporaneous written all-member consent provides otherwise: individual death/incompetency order; trust termination; estate full-interest distribution; member-LLC dissolution/winding up; corporate dissolution plus 90 days without reinstatement; listed voluntary insolvency events and uncured involuntary proceedings/appointments after 120 days. No separate merger/conversion/domestication member-exit event (§§ 10.50.210-.225) |
Former member has assignee—not member—rights, ending member management/voting and member-status agency. Separately held manager office does not automatically end because manager need not be member and tenure continues until successor, resignation, or removal. Manager/managing-member duties and member-managed/manager-managed agency remain role-specific (§§ 10.50.110, .120-.135, .185(d), .250, .375) |
Resigning member becomes assignee unless OA says otherwise; assignee receives assigned distributions without management/member rights. No automatic buyout, redemption, fair-value payment, forfeiture, or resignation distribution; former cessation-distribution section is repealed. OA may change assignment terms and company-purchase/redemption restrictions (§§ 10.50.185(d), .315, .335, .370-.375) |
OA breach damages/offset survive; assignment alone does not release assignor liability. Inspection statute names members, not former members/assignees. Member-managed LLC must file member-change notice before next Jan. 2 if change occurs in first biennial-report year; report separately lists managers/members and 5% owners. Status exit does not itself dissolve company (§§ 10.50.185(c), .280(d), .375(e), .400-.405, .755-.765, .870-.880) |
| Arizona verified 2026-08-30 | Arizona Limited Liability Company Act, A.R.S. Title 29, ch. 7, especially §§ 29-3601 to -3603; ordinary domestic LLC member withdrawal, expulsion, automatic events, and consequences. Member, manager, transferee, and transferable interest remain distinct (§§ 29-3502, 29-3601 to -3603) |
Operating agreement governs internal relations, may state dissociation/expulsion events, and may displace chapter defaults; express agreement breach makes exit wrongful. It cannot eliminate good faith/wilful-misconduct floors, unreasonably restrict information/actions, vary specified court dissolution, filing/transaction-plan requirements, or adversely reduce outsider distribution protections (§§ 29-3105, 29-3601(B), 29-3602(2)-(3)) |
Power to dissociate at any time, rightfully or wrongfully, by express will. Status ends when LLC knows or has notice; if member specified later date, then. Act states no universal writing, signature, advance period, acceptance, or company-consent condition; agreement breach can make the exit wrongful (§§ 29-3601(A)-(B), 29-3602(1)) |
Wrongful if express agreement breach or, before winding up completes, judicial expulsion or any § 29-3602(7) bankruptcy/creditor-assignment/consensual fiduciary event. Wrongful member owes LLC and, subject to § 29-3807, other members damages caused; liability is additional and LLC may offset damages against amounts otherwise distributable (§ 29-3601(B)-(C)) |
Agreement event or agreement-authorized expulsion causes dissociation. Other members may unanimously expel only for illegality; complete transferable-interest transfer excluding security/charging order; uncured entity dissolution/charter/suspension after 90-day notice; or dissolved, winding-up unincorporated entity (§ 29-3602(2)-(4)) |
LLC or a member in a § 29-3801 direct action may apply. Grounds: materially adverse wrongful conduct; willful/persistent material agreement or modified § 29-3409 duty breach; or conduct making continuation with person not reasonably practicable. Section states no special notice, hearing, damages, or mandatory sale formula (§ 29-3602(5)) |
Events include death, guardian/conservator, incapacity/incompetency orders; bankruptcy, creditor assignment, consensual trustee/receiver/liquidator; trust/estate full distribution; nonindividual termination; merger, interest exchange, every conversion, qualifying domestication, division; completion of winding up; and complete transfer coupled with transferee admission (§ 29-3602(6)-(17)) |
Member management ends; all § 29-3409 member duties/obligations end for post-dissociation matters/events. Dissociation section does not state that separately held manager office or third-party authority automatically ends; those capacities remain distinct (§ 29-3603(A)(1)-(2)) |
Retained transferable interest becomes owned solely as transferee interest, carrying distributions and purpose-limited information but no management. Full transfer shifts economics; Article 6 creates no automatic buyout, redemption, fair-value payment, forfeiture, or dissociation distribution, subject to wrongful-damages offset and transaction rules (§§ 29-3502(A)-(C), 29-3601(C), 29-3603(A)(3)) |
Dissociation does not discharge prior debt/obligation/liability. Former member as transferee has distribution-related information rights; no general separate former-member inspection or immediate public dissociation filing. LLC dissolves after 180 memberless days unless majority-value transferees consent in a signed record and a member is admitted by deadline (§§ 29-3502(B), 29-3603(B), 29-3701(A)(3)) |
| Arkansas verified 2026-08-30 | Arkansas Uniform Limited Liability Company Act, Ark. Code ch. 38; covers withdrawal/wrongfulness, dissociation events, effects, transferee economics, information, role-based annual reporting, and 90-day memberless dissolution. Current charging-order foreclosure is barred despite § 4-38-602(3)’s retained cross-reference (§§ 4-38-101, -601 to -603, -701; 2025 Act 461) |
Agreement generally may vary chapter, governs internal relations, may set dissociation/expulsion events, and governs obligations to transferee/dissociated member. Statutory floors preserve filing rules, duty/good-faith minima, reasonable information/member-action access, specified dissolution causes, and nonparty rights (§§ 4-38-105, -107, -602(2), (4)) |
Power to leave anytime, rightfully or wrongfully, by express will. Dissociation when LLC knows/has notice or on member’s stated later date; no acceptance, consent, advance period, or public filing. Statutory default makes express-will exit before winding-up completion wrongful; agreement breach independently does so (§§ 4-38-601(a)-(b), -602(1)) |
Wrongful if express agreement breach or specified pre-wind-up event: express withdrawal, judicial expulsion, member-managed insolvency event, or willful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, plus other liability (§ 4-38-601(b)-(c)) |
Agreement expulsion causes exit. All-other-member vote/consent only for illegality; complete transfer except security/unforeclosed charging order; entity status defect uncured within 90 days after notice; or dissolved/winding unincorporated entity. No general majority/no-cause route (§ 4-38-602(4)-(5)) |
LLC or member in direct action may apply. Grounds: materially adverse wrongful conduct; willful/persistent material agreement or § 4-38-409 duty/obligation breach; or company-related conduct making continuation with person not reasonably practicable (§ 4-38-602(6)) |
Events include death; member-managed guardian/conservator/court incapacity and bankruptcy/creditor-assignment/receiver events; trust/estate full distribution; nonindividual termination; merger, interest exchange, conversion, domestication results; and winding-up completion. § 4-38-602(3)’s foreclosure event lacks a current § 4-38-503 foreclosure route after Act 461 (§ 4-38-602(3), (7)-(16)) |
Member governance ends; member-manager is removed as manager. Member duties/obligations under § 4-38-409 end only for postexit matters/events. Economic interest becomes transferee-only; manager office ending alone does not dissociate member (§§ 4-38-407(c)(5), -603(a)) |
Former member owns preexit transferable interest solely as transferee and retains distribution economics without governance. Dissociation alone creates no interim distribution or automatic buyout/redemption/fair-value payment. In an oppression-dissolution case, court may order an unspecified alternative remedy, but Chapter 38 supplies no purchase formula (§§ 4-38-404(b), -603(a)(3), -701(b)) |
No discharge of member-incurred liability. Former member may demand preexit information on 10 days’ record notice, good faith, and particularized proper purpose. No event-driven exit filing; annual report names at least one member or manager and must be current. Ninety memberless days trigger dissolution unless transferee consent/admission rescue occurs (§§ 4-38-212, -410(c)-(d), -603(b), -701(a)(3)) |
| California verified 2026-08-30 | California Revised Uniform Limited Liability Company Act, Corp. Code Title 2.6, Article 6; ordinary domestic LLC member status exit by express will, agreement/consent/court, personal/entity events, merger, or termination. Member, manager, transferee, and legal representative remain distinct (§§ 17706.01-.03) |
Operating agreement governs internal relations and may vary many Title 2.6 effects; member information rights cannot be varied. Act nevertheless states power to dissociate at any time and makes breach of an express agreement term wrongful. Article 6 states no articles-based withdrawal/expulsion route (§§ 17701.10(a)-(d), 17706.01-.02) |
Power to dissociate at any time, rightfully or wrongfully, by express will. Dissociation occurs when LLC has notice, or on member's specified later date. Act states no universal writing, signature, advance period, acceptance, or company-consent condition; pre-termination express withdrawal is listed as wrongful (§§ 17706.01(a)-(b), 17706.02(a)) |
Wrongful if agreement breach, or before termination by express-will withdrawal, judicial expulsion, member-managed debtor-in-bankruptcy event, or specified nontrust/nonestate/nonindividual dissolution/termination. Wrongful member owes LLC and other members damages caused, in addition to other debt/obligation/liability (§ 17706.01(b)-(c)) |
Agreement event or agreement-based expulsion causes dissociation. Other members may unanimously expel only for illegality; complete transferable-interest transfer excluding security/unterminated charging order; uncured corporation dissolution/charter/suspension after 90-day notice; or dissolved, winding-up LLC/partnership (§ 17706.02(b)-(d)) |
LLC—not an individual member under this section—may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material agreement or duty breach; or activity-related conduct making continuation with the person not reasonably practicable. Section states no special filing, notice, hearing, or damages formula (§ 17706.02(e)) |
Events include individual death; member-managed guardian/general-conservator appointment or incapacity order; member-managed debtor bankruptcy; trust/estate full-interest distribution; residual entity termination; merger nonsurvival/loss of membership; and LLC termination. Successor trustee/personal representative substitution alone is excluded (§ 17706.02(f)-(l)) |
Voting and member management participation end. In member-managed LLC, member fiduciary duties end only for post-dissociation matters/events. Dissociation removes a member-manager; ending manager office alone does not dissociate membership. Legal representative retains settlement/administration powers after death/incapacity (§§ 17704.07(c)(6), 17706.03(a), (c)) |
Immediately pre-exit transferable interest becomes owned solely as transferee interest, subject to personal-representative and entity-transaction rules. Transferee receives distributions and purpose-limited information/inspection rights but no vote/management. Article 6 creates no automatic buyout, redemption, fair-value payment, or dissolution (§§ 17704.10, 17705.02, 17706.03(a)(3)) |
Dissociation does not itself discharge prior debts, obligations, or liabilities. LLC must maintain current internal member/transferee list; transferee keeps statutory information rights. Article 6 states no immediate public dissociation filing. No-member dissolution/rescue, charging orders, merger effects, and judicial dissolution remain separate (§§ 17701.13(d), 17704.10, 17706.03(b)) |
| Colorado verified 2026-08-30 | Colorado Limited Liability Company Act, C.R.S. tit. 7, art. 80; ordinary LLC resignation under §§ 7-80-602-.603 and full-transfer cessation under § 7-80-702. Separate artist-company Part 12 does not affect an ordinary non-artist LLC (§§ 7-80-101-.102, -1222) |
Operating agreement governs member/manager/assignee/transferee/company rights and relations over contrary Article 80 defaults, subject to law and nonwaivable floors: information rights, good faith/fair dealing, last-member dissolution limit, outsider consent, and writing-required actions (§ 7-80-108) |
Member may resign anytime by giving notice to other members. Act states no default advance period, writing, signature, acceptance, LLC-consent, or later-date mechanism. Agreement breach does not prevent exit but creates LLC damages/offset consequences (§ 7-80-602) |
No general wrongful-dissociation list. If resignation violates operating agreement, LLC may recover breach damages and offset them against amount otherwise distributable; statute states no separate member-damages claim, judicial-expulsion wrongfulness, or premature-event category (§ 7-80-602) |
Article 80 states no agreement-expulsion event or default majority/unanimous-other-member expulsion vote. Agreement broadly governs internal rights/relations and may address departure consistently with law, but no expulsion power is inferred from ordinary majority voting (§§ 7-80-108, -401; complete art. 80) |
No ordinary judicial member-expulsion applicant or grounds in Article 80. Member/manager may instead seek LLC dissolution when business cannot reasonably practicably continue under operating agreement; that entity remedy is not member removal (§ 7-80-810) |
Only full assignment/transfer expressly ends membership. Individual death or guardian/general-conservator appointment gives legal representative assignee/transferee powers; entity dissolution/termination gives successor same. Act states no separate bankruptcy, insolvency, merger, conversion, domestication, or winding-up-completion cessation list (§§ 7-80-702, -704; complete art. 80) |
Resigned member has no management participation and only § 7-80-603 economics. Act states no resignation-specific future-duty cutoff or automatic end to a separate manager/agent/employment role; manager designation/removal is separately governed. Full transfer likewise ends member rights (§§ 7-80-402, -603, -702) |
Resigned member keeps share of profits/other income compensation and return of contributions as if not resigned; no automatic fair-value buyout, redemption, liquidation, forfeiture, or payment deadline. Full-transfer nonmember transferee gets same economic categories unless admitted; agreement controls within law (§§ 7-80-603, -702) |
Resignation does not state general liability release; breach damages survive. Full-transfer admission releases assignor except contribution and unlawful-distribution liabilities. Inspection/accounting belongs to members; no former-member/status-exit filing. LLC dissolves on 91st memberless day unless a member is admitted sooner or statement dissolves earlier (§§ 7-80-408, -502, -606, -702, -801) |
| Connecticut verified 2026-08-30 | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. ch. 613a; ‘member’ excludes a person dissociated under § 34-263a. Covers power/wrongfulness, 15 events, status effects, transferee economics, information, filing, and memberless dissolution (§§ 34-243(18), 34-263 to 34-263b, 34-267) |
Agreement governs member relations, may set dissociation/expulsion events, and governs obligations to transferee/dissociated member. Later amendment cannot impose a new debt/obligation/liability on that person. Statutory floors include nonparty rights, action access, information-right reasonableness, and bad-faith/wilful-misconduct limits (§§ 34-243d, 34-243f, 34-263a(2)-(3)) |
Power to leave anytime, rightfully or wrongfully, by express will. Dissociation when LLC has notice, or on a later date stated by member; no acceptance, consent, advance period, or public filing. Under statutory default, express-will exit before winding-up completion is wrongful; agreement breach is independently wrongful (§§ 34-263(a)-(b), 34-263a(1)) |
Wrongful if express agreement breach or specified pre-wind-up event: express withdrawal, judicial expulsion, trust entire-interest distribution, or wilful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, in addition to other liability (§ 34-263(b)-(c)) |
Agreement event/expulsion causes exit. Unanimous other-member route only for illegality; complete transfer except security/charging order; or entity dissolution/revocation/suspension not cured within 90 days after notice. No general no-cause majority route (§ 34-263a(2)-(4)) |
LLC or member in direct action may apply. Grounds: materially adverse wrongful conduct; wilful/persistent material agreement or § 34-255h duty/obligation breach; or company-related conduct making continuation with person not reasonably practicable (§ 34-263a(5)) |
Events include individual death; member-managed guardian/general conservator or court incapacity; member-managed bankruptcy/creditor assignment/receiver events; trust/estate entire-interest distribution; nonindividual termination; merger, interest exchange, conversion, domestication status effects; and completion of company winding up (§ 34-263a(6)-(15)) |
Member management/participation ends; member-manager is removed as manager. In member-managed LLC, § 34-255h duties/obligations end only for postexit matters/events. Economic interest becomes transferee-only; manager office ending alone does not dissociate a member (§§ 34-255f(c)(6), 34-263b(a)) |
Former member owns preexit transferable interest solely as transferee and retains distribution economics, without member governance. Dissociation alone creates no interim distribution or automatic buyout/redemption/fair-value payment; LLC must decide to make an interim distribution (§§ 34-255c(a)-(b), 34-263b(a)(3)) |
No discharge of member-incurred liability. Former member may demand preexit-period information on 10+ days’ record notice, good faith, particularized proper purpose. If annual-report designee is replaced, interim notice/amended report may be due based on timing. Ninety memberless days trigger dissolution unless majority-distribution transferees consent and a member is admitted (§§ 34-247k(f)-(g), 34-255i(c)-(d), 34-263b(b), 34-267(a)(3)) |
| Delaware verified 2026-08-30 | Delaware LLC Act, 6 Del. C. ch. 18; uses resignation, ceasing membership, assignee, bankruptcy events, and agreement freedom rather than a dissociation part. Covers ordinary domestic LLC; series, professional, foreign, transaction, winding-up, and disputed-equity matters outside scope (§§ 18-101, -304, -603 to -604, -702 to -705) |
Written/oral/implied LLC agreement controls resignation, assignment, admission, expulsion, duties, and exit consequences and binds member/manager/assignee unsigned. Maximum contract freedom; implied good-faith covenant and bad-faith-covenant liability remain express floors, while distribution solvency and court jurisdiction remain statutory (§§ 18-101(9), -607, -1101) |
Only at agreement time/event and in accordance; default bars pre-wind-up resignation. Act states no independent notice form/recipient, advance period, acceptance, consent, later-date, or filing route. Pre-July-31-1996 certificate cohort keeps July 31, 1996 version unless agreement differs (§ 18-603) |
No statutory wrongful-dissociation category or member-resignation damages/offset formula. Attempt outside § 18-603 is not an agreement-compliant statutory resignation; agreement and law/equity may supply remedies. Do not import manager-resignation damages from separate § 18-602 (§§ 18-603, -1101, -1104) |
Act recognizes expulsion as a possible membership-ending event for continuation but states no default majority, unanimous-other-member, illegality, complete-transfer, or no-cause expulsion procedure. LLC agreement must supply authority/process (§§ 18-801(b), -1101) |
No ordinary judicial member-expulsion route or grounds list. Member or manager may instead apply to Court of Chancery for LLC dissolution when carrying on under LLC agreement is not reasonably practicable (§ 18-802) |
Unless agreement/all-member consent differs: creditor assignment, voluntary bankruptcy/insolvency and listed relief/receiver events end status; involuntary case has 120-day cure, nonconsensual appointment 90-day/post-stay cure. Full assignment ends membership; security interest does not. Death/incapacity/entity termination gives representative settlement powers, not express automatic cessation. No member-level merger/conversion/domestication list (§§ 18-304, -702, -705) |
Full assignment ends member rights/powers; resignation ends member status under agreement route. Act states no general postexit-duty cutoff or automatic end to separately held manager office/authority. Agreement may expand/restrict/eliminate duties within implied-covenant floor (§§ 18-402, -702(b)(3), -1101(c)-(e)) |
Agreement controls resignation distribution; absent rule, resigning member gets fair value of LLC interest within reasonable time, measured on resignation date from distribution share. Full assignment moves profits/losses/distributions/tax allocations to assignee; expulsion has no statutory buyout default (§§ 18-604, -702) |
Assignor remains liable to LLC under contribution/distribution subchapters despite transfer/admission. General records right belongs to current member; no former-member route. No event-driven public member-exit filing/owner report. Member event does not itself dissolve LLC; no-member state has 90-day/agreement rescue, and agreement/vote/judicial routes remain separate (§§ 18-305, -704(c), -801) |
| District of Columbia verified 2026-08-30 | D.C. LLC Act, D.C. Code tit. 29, ch. 8; ordinary domestic non-series LLC. Covers express will, agreement/consent/court expulsion, personal and member-managed insolvency events, transactions, foreclosure, winding-up completion, and consequences (§§ 29-806.01-.03) |
OA governs internal relations, events, expulsion, breach, and postexit obligations; certificate cannot override OA floors. Published § 29-801.07(c)(15) says dissociation power cannot be varied except record notice, but prints a cross-reference to dissolution § 29-807.01 rather than § 29-806.01 (§§ 29-801.07, -801.09) |
Member may dissociate any time, rightfully or wrongfully. Company notice of express will ends status then or on member's stated later date. OA may require notice in a record; no universal advance period, acceptance, or consent condition (§§ 29-801.07(c)(15), -806.01(a), -806.02(1)) |
Wrongful for express OA breach or, before completion of winding up, express will, judicial expulsion, member-managed bankruptcy, or specified willful entity dissolution/termination. Person owes LLC and, subject to § 29-808.01, other members caused damages plus other debts/obligations/liability (§ 29-806.01(b)-(c)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; full transferable-interest transfer excluding security/unforeclosed charge; uncured corporate status after 90 days; or dissolved, winding-up LLC/partnership. Transfer alone otherwise does not dissociate (§§ 29-805.02(a), -806.02(2)-(4)) |
Only LLC is statutory applicant. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 29-804.09 duty/obligation breach; or company-related conduct making continuation with person not reasonably practicable (§ 29-806.02(5)) |
Individual death; in member-managed LLC only, guardian/general-conservator appointment, incapacity order, bankruptcy, creditor assignment, or consensual fiduciary appointment. Also trust/estate full-interest distribution, specified entity termination, qualifying merger/Chapter 2 transaction, domestication, interest exchange, sole-member foreclosure, or completed winding up (§§ 29-805.03(f), -806.02(6)-(15)) |
Member management/voting end; future member-managed duties/obligations end. Member status alone never creates agency. Dissociation automatically removes a dual-role manager; other authority requires separate review (§§ 29-803.01, -804.07(c)(6), -806.03(a)) |
No automatic buyout, redemption, fair-value payment, forfeiture, or distribution. Former member owns retained transferable interest solely as transferee and receives associated distributions without governance; OA governs obligations to dissociated person and cannot impose new postexit liability by amendment (§§ 29-801.09(b), -804.04, -805.01-.02, -806.03(a)(3)) |
Prior member debts/obligations/liability remain. Ten-day record demand gives good-faith access to membership-period information under purpose/particularity rules. No dissociation-specific filing; authority records remain separate. Dissociation alone does not dissolve LLC; agreement, consent, 90-day no-member rescue, court, and administrative routes govern (§§ 29-804.10(c)-(g), -806.03(b), -807.01) |
| Florida verified 2026-08-30 | Florida Revised LLC Act, Fla. Stat. ch. 605; ordinary domestic LLC member exit by express will, agreement, foreclosure, unanimous consent, judicial order, personal/insolvency/entity events, transactions, or completed winding up. Member, manager, transferee, and legal representative are distinct (§§ 605.0601-.0603) |
Operating agreement governs internal relations and may state dissociation events, expulsion, consequences, and assignment restrictions within § 605.0105's floors. Act states power to dissociate any time and makes agreement breach wrongful. Articles may bar pre-winding-up interest assignment but supply no independent expulsion event (§§ 605.0105, .0601(1)-(2), (4), .0602(2), (4)) |
Power to dissociate at any time, rightfully or wrongfully, by express will. Exit occurs when LLC has notice or on member's specified later date. Act states no universal writing, signature, advance period, acceptance, or company-consent requirement; optional filed statement requires prior written company notice (§§ 605.0216(1), .0601(1)-(2), .0602(1)) |
Wrongful if agreement breach, or before winding-up completion by express withdrawal, judicial expulsion, member-managed bankruptcy/creditor-assignment/receiver event, or willful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, plus other debt/obligation/liability (§ 605.0601(2)-(3)) |
Agreement event or agreement-based expulsion causes dissociation. Other members may unanimously expel only for illegality; complete transfer excluding security/unforeclosed charging order; uncured corporate dissolution/charter/suspension after 90-day notice; or dissolved, winding-up unincorporated entity (§ 605.0602(2), (4)-(5)) |
LLC or member in direct action may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material agreement or duty breach; or activity-related conduct making continuation with person not reasonably practicable. Section states no special filing form, notice clock, or damages formula (§ 605.0602(6)) |
Events include foreclosure of entire interest; individual death; member-managed guardian/general-conservator appointment or incapacity order; member-managed bankruptcy/creditor assignment/trustee-receiver-liquidator event; trust/estate full-interest distribution; nonindividual termination; merger, interest exchange, or conversion loss of membership; and completed winding up (§ 605.0602(3), (7)-(15)) |
Member management participation ends; member-managed duties/obligations end only for post-exit matters/events. Dissociation removes a member-manager; ending manager office alone does not dissociate membership. Optional filed dissociation statement terminates filer authority; agency, employment, duties, and transaction validity remain separate (§§ 605.0302(11), .04072(5)-(6), .0603(1)) |
Immediately pre-exit transferable interest becomes solely transferee-owned, subject to legal-representative/entity-transaction rules. Transferee receives distributions but no management or ordinary information rights. Chapter 605 creates no automatic dissociation buyout, redemption, fair-value payment, forfeiture, or dissolution (§§ 605.0502, .0603(1)(c)) |
Dissociation does not itself release prior debt/obligation/liability. On 10-day record demand, former member may access good-faith, purpose-connected information from membership period. Member may optionally file signed statement naming past/future withdrawal date and confirming written LLC notice; filing terminates authority. Dissolution remains separate (§§ 605.0216(1), .0302(11), .0410(4)-(7), .0603(2)) |
| Georgia verified 2026-08-30 | Georgia LLC Act, O.C.G.A. ch. 14-11; ordinary domestic LLC cessation of membership under legacy § 14-11-601 or modern § 14-11-601.1, plus assignment and payout consequences. 'Event of dissociation' means event causing person to cease membership. Member, manager, and assignee remain distinct (§§ 14-11-101, -405, -502, -601 to -601.1) |
Articles or written operating agreement may change withdrawal, removal, insolvency/death/incapacity, and payout defaults and add other cessation events. Modern default bars withdrawal; legacy default permits notice-based exit. Oral agreement is generally recognized but status-exit sections specifically require articles or written agreement for these variations (§§ 14-11-101(18), -405, -601(c)-(d), -601.1(c)-(d)) |
Pre-7/1/1999 LLC: unless articles/written agreement provides otherwise, member may withdraw any time on ≥30 days' written notice to other members or other agreement notice. Post-6/30/1999 LLC: no withdrawal unless articles/written agreement permits. Modern section states no fallback notice, acceptance, consent, or later-date rule (§§ 14-11-601(a), (d), -601.1(a), (d)) |
Chapter 14-11 states no general 'wrongful dissociation' category, causation-based damages rule, mandatory distribution offset, or automatic post-exit release. Articles/agreement and other applicable contract/duty/remedy law control without a survey prediction (§§ 14-11-405, -601 to -601.1) |
Articles/written agreement may provide removal or other cessation events. Subject to contrary terms, after member assigns all interest, majority in number of members who have not assigned all interests may remove; not unanimity. Company purchase/redemption of entire interest independently ends membership. No default general majority/no-cause expulsion (§§ 14-11-601(b)(3)-(4), -601.1(b)(2)-(3)) |
Sections 14-11-601 and -601.1 state no ordinary judicial member-expulsion applicant or materially-adverse-conduct/material-breach/not-reasonably-practicable grounds. Judicial dissolution under § 14-11-603 is an entity remedy, not statutory member expulsion (§§ 14-11-601 to -603) |
Subject to contrary articles/written agreement or written all-other-member consent: broad voluntary insolvency events; uncured involuntary proceeding after 120 days or trustee/receiver/liquidator appointment after 90 days; and individual death/incapacity. Complete assignment/admission, majority removal after full assignment, and company purchase/redemption also end status. Modern section states no general merger/conversion/domestication event (§§ 14-11-502(6), -601(b), -601.1(b)) |
Cessation ends member status and member rights; assignee has economics but no management/member rights absent admission. Statute states no general future-duty cutoff and does not make membership cessation automatically end separately held manager office; articles/written agreement and other law control authority/duties (§§ 14-11-301, -304, -502, -601 to -601.1) |
Post-6/30/1999: no payment by reason of dissociation and former member becomes assignee unless articles/written agreement changes it. Pre-7/1/1999: fair value within reasonable time for selected dissociation events if LLC continues, but not voluntary withdrawal, all-assignee admission, or company purchase/redemption events. Assignee receives profits/losses/distributions only (§§ 14-11-405, -502) |
Status-exit sections state no automatic liability release, former-member information right, or immediate SOS cessation filing. Annual registration does not list members. Assignment/assignee rights, entity dissolution, and current public filings remain separate. Release-86 text is bridged through 2023-2026 exact-citation bill review (§§ 14-11-1103, -601 to -603) |
| Hawaii verified 2026-08-30 | Hawaii Uniform LLC Act, HRS chapter 428; ordinary domestic at-will or specified-term LLC. Covers notice, agreement, full distributional-interest transfer, expulsion, insolvency, death/incapacity, trust/estate distribution, entity termination, and catchall membership termination (§§ 428-101, 428-502, 428-601 to -603) |
OA controls agreement events, expulsion, valuation/terms, and many consequences, but cannot vary § 428-601(5) judicial expulsion, unreasonably restrict information, eliminate/tightly reduce listed duties, vary specified wind-up rules, or impair protected outsiders. Express-will power is unqualified (§§ 428-103, 428-602, 428-701(c)) |
Member may dissociate at any time, rightfully or wrongfully, by express will. LLC notice ends status on notice date or member's stated later date. No universal writing, signature, advance period, acceptance, or consent condition (§§ 428-601(1), 428-602(a)) |
Wrongful for OA breach or, before specified term expires, express withdrawal, judicial expulsion, bankruptcy, or specified nontrust/nonestate/nonindividual willful dissolution/termination. Caused damages run to LLC and members, add to other obligations, and offset later distributions/purchase price (§§ 428-602(b)-(d), 428-701(f)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; substantially-all distributional-interest transfer excluding security/unforeclosed charge; uncured corporate dissolution/registration/right-to-do-business problem after 90 days; or dissolved, winding-up partnership/LLC. Entire economic transfer independently ends membership (§§ 428-502, 428-601(2)-(4)) |
LLC or another member may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 428-409 duty breach; or company-business conduct making continuation with member not reasonably practicable. OA cannot vary this right (§§ 428-103(b)(5), 428-601(5)) |
Bankruptcy, creditor assignment, consensual fiduciary appointment, or uncured nonconsensual appointment after stated 90-day periods; individual death, guardian/general-conservator appointment, or incapacity order; trust/estate full-rights distribution; qualifying entity termination; and catchall end of continued membership. No transaction-specific merger/conversion/domestication list (§ 428-601(6)-(11)) |
Member status, management, and member-status agency end; former member becomes transferee. Noncompetition loyalty ends; other loyalty/care continue only for preexit matters unless person winds up. Act states no automatic end to separately held nonmember-capable manager office (§§ 428-301, 428-409, 428-603(b)) |
At-will LLC buys at dissociation-date fair value; term LLC generally buys at term expiration using then-value. Offer due within 30 days; no agreement within 120 days opens another 120-day enforcement window. Court considers going concern/agreement/appraisal/legal constraints and may order installments, subordination, security, restrictions, modification, and offsets (§§ 428-603(a), 428-701 to -702) |
Transfer/dissociation does not release existing obligations; wrongfulness and amounts owing may offset buyout. Former member keeps proper-purpose access to membership-period records. Exit has no immediate filing, but annual report lists every member or manager as of reporting date. Dissociation alone is not a § 428-801 dissolution event (§§ 428-210, 428-408, 428-503(c), 428-801) |
| Idaho verified 2026-08-30 | Idaho Uniform LLC Act, Title 30, chapter 25; ordinary domestic LLC. Covers express-will, agreement, sole-member foreclosure, consent, court, personal/entity, interest-exchange, merger, conversion, domestication, completed-winding-up, and professional-status exits (§§ 30-25-101 to -102, -601 to -603) |
OA governs gaps, agreement events/expulsion, breach, and former-member/transferee obligations. It cannot vary Idaho governing law/filing rules, unreasonably restrict information, vary specified dissolution/wind-up rules or transaction approval/content rights, exonerate listed misconduct, or impair protected nonparties (§§ 30-25-105 to -107) |
Power to dissociate any time, rightfully or wrongfully, by express will. Effective when LLC knows or has notice, or on member's specified later date. Act states no universal writing, signature, advance period, acceptance, or company-consent condition (§§ 30-25-601(a), -602(1)) |
Wrongful if OA breach, or before winding up completes by express-will withdrawal, judicial expulsion, member-managed bankruptcy/creditor-assignment/fiduciary event, or specified nontrust/nonestate/nonindividual willful dissolution/termination. Caused damages run to LLC and, subject to direct-action rule, other members, in addition to other liability (§ 30-25-601(b)-(c)) |
OA expulsion causes exit. Other members may all vote/consent only for illegality; complete transferable-interest transfer excluding security/unforeclosed charging order; uncured entity dissolution/revocation/suspension after 90-day notice; or dissolved, winding-up unincorporated entity (§ 30-25-602(2), (4)-(5)) |
LLC or a member in a § 30-25-801 direct action may apply. Grounds: wrongful conduct with adverse material effect; willful/persistent material OA or § 30-25-409 duty breach; or activity-related conduct making continuation with person not reasonably practicable (§ 30-25-602(6)) |
Sole-member charging-order foreclosure; individual death; member-managed guardian/conservator/incapacity and bankruptcy/creditor-assignment/fiduciary events; trust/estate full-interest distribution; other person's termination; merger, interest exchange, every conversion, status-ending domestication, completed winding up; plus professional restriction outside ordinary scope (§§ 30-25-503(f), -602(3), (7)-(17)) |
Member management ends; § 30-25-409 duties/obligations end only for postexit matters/events. Dissociation removes a member-manager; ending manager office alone does not end membership. Membership alone gives no agency. Deceased member's representative gets limited settlement rights (§§ 30-25-301, -407(c)(5), -504, -603(a)) |
Immediately pre-exit transferable interest becomes solely transferee-owned; transferee receives distributions but no management. Dissociation alone creates no distribution, automatic buyout, redemption, fair-value payment, forfeiture, or dissolution (§§ 30-25-404(b), -502, -603(a)(3)) |
Dissociation does not discharge prior debt/obligation/liability. On statutory recorded demand, good-faith former member may access qualifying membership-period information. Chapter 25 states no immediate member-exit filing. No members causes dissolution after 90 consecutive days unless transferees timely admit a member (§§ 30-25-410(c)-(d), -603(b), -701(a)(3)) |
| Illinois verified 2026-08-30 | Illinois LLC Act, 805 ILCS 180, arts. 1, 15, 30, and 35; ordinary domestic member- and manager-managed LLC withdrawal, agreement/unanimous/judicial expulsion, personal/insolvency/entity/transaction events, effects, records, and legacy branch. Member, manager, and distributional-interest transferee remain distinct (§§ 1-5, 35-45 to 35-55) |
Operating agreement governs internal relations and may modify most Act rules, but cannot restrict § 35-50 dissociation power; it may determine wrongfulness. Manager-managed pre-winding-up power exists only if agreement specifies time/events in writing. Articles supply no independent exit/expulsion route (§§ 15-5(a)-(b), 35-50(a)-(b)) |
Member-managed: power to leave any time by express will; LLC notice triggers immediately or on stated later date. Manager-managed: no power/right before dissolution/winding unless written agreement specifies exit time/events. Act states no universal signature, advance period, acceptance, or company-consent condition (§§ 35-45(1), 35-50(a)) |
Member-managed dissociation wrongful only if express agreement breach. Wrongful member owes LLC/other members damages caused plus other obligations; if LLC continues, company damages must offset distributions otherwise due. Agreement may determine wrongfulness. Current section states no parallel statutory damages formula for manager-managed exit (§§ 15-5(b)(5), 35-50(b)-(d)) |
Agreement-based expulsion causes dissociation. Other members may unanimously expel for illegality; substantially-all distributional-interest transfer excluding security/unforeclosed charging order; uncured corporate status after 90-day notice; or dissolved, winding-up partnership/LLC. Full distributional-interest transfer separately causes dissociation (§ 35-45(3)-(5)) |
LLC or another member may apply. Court may expel for materially adverse wrongful conduct; willful/persistent material agreement or § 15-3 duty breach; or business conduct making continuation with member not reasonably practicable. Section states no special filing form, notice clock, or damages formula (§ 35-45(6)) |
Events include all-interest transfer; bankruptcy/creditor assignment/voluntary or uncured involuntary trustee-receiver-liquidator event; individual death, guardian/conservator, or incapacity order; trust/estate distribution; entity termination; merger, conversion, or qualifying domestication. No completed-winding-up event appears in current list (§ 35-45(3), (7)-(14)) |
Member management ends and person becomes transferee; loyalty/care continue only for pre-exit matters unless person winds up. Dissociation does not itself end a separately held manager office under § 15-1's holdover/default eligibility structure. Authority filings and manager public rosters remain separate (§§ 15-1(c), 35-55(a)(1)-(3)) |
Pre-exit distributional interest becomes solely transferee-owned, subject to winding-up/entity-transaction rules. Transferee has distributions and proper-purpose records rights but no member management. Act creates no current automatic dissociation buyout, redemption, fair-value payment, or forfeiture; wrongful damages may offset later distributions (§§ 1-40(c)-(e), 35-50(d), 35-55(a)(4)) |
Dissociation does not itself release prior debt/obligation/liability. As transferee, former member may make particularized written proper-purpose records demand; 10-day response and enforcement/cost-fee rules apply. Article 35 states no immediate member-dissociation filing. LLCs with original articles effective on/before 1/1/2001 retain former § 35-50 unless written agreement says otherwise (§§ 1-40, 35-50(e), 35-55(b)) |
| Indiana verified 2026-08-30 | Indiana Business Flexibility Act, IC art. 23-18; ordinary domestic LLC membership cessation under §§ 23-18-6-5 to -6.1 with pre/post-6/30/1999 branches, plus fair-value §§ 23-18-5-5 to -5.1. Member, manager, assignee, and economic 'interest' remain distinct (§§ 23-18-1-10, -15; 23-18-4-1; 23-18-6) |
Written agreement may remove older-LLC withdrawal power, authorize later-LLC exit, vary assignment/removal/death/entity events, add insolvency/bankruptcy/incompetency events, and change payout/records. Agreement may define management/assignment/admission; many status variations specifically require writing (§§ 23-18-4-5, -8; 23-18-5-5 to -5.1; 23-18-6-3 to -6.1) |
On/before 6/30/1999 LLC: unless written agreement removes power, withdraw anytime on 30 days' written notice to other members or agreement notice; early term/undertaking exit breaches by default. After 6/30/1999 LLC: no pre-winding-up withdrawal unless agreement specifies time/event and member follows it (§§ 23-18-6-6 to -6.1) |
Older branch: agreement-breaching or otherwise wrongful withdrawal lets LLC recover breach damages, including reasonable replacement-service cost, and offset against amounts otherwise distributable; term/undertaking early withdrawal is breach. Later branch states no general wrongful-dissociation damages formula; agreement/other law controls (§§ 23-18-6-6(b)-(c), -6.1) |
Agreement-based removal causes cessation. After entire-interest assignment, majority in interest—not unanimity—may remove unless written agreement changes it; full assignment also ends membership automatically for later LLCs and for older LLCs when assignee becomes member. No default general no-cause expulsion route (§§ 23-18-6-4(h), -4.1(h), -5(a)(2)-(3)) |
Chapter 23-18-6 states no ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds. A member may seek entity dissolution when business cannot reasonably practicably continue in conformity with articles/agreement; that company remedy is not expulsion (§ 23-18-9-2) |
Unless written agreement or all-other-member written consent changes it: individual death; trust termination excluding trustee substitution; dissolved/winding-up partnership, LP, or LLC; corporate dissolution; and estate full distribution end status. Written agreement may add insolvency, bankruptcy, incompetency. Sole-member death may automatically admit heir/legatee under 2024 route. No separate merger/conversion/domestication event (§§ 23-18-6-4 to -5) |
Cessation ends membership and member powers; unadmitted assignee has economics only. Manager need not be member, so member exit is not stated to end separately held manager office. Act states no general former-member future-duty cutoff; management/agency and winding-up authority remain separate (§§ 23-18-4-1, 23-18-6-3 to -5, 23-18-9-3 to -5) |
After dissociation, both formation branches entitle member to agreement/Act distributions plus, unless agreement changes it, fair value within reasonable time as of dissociation based on distribution share, less other distribution. Assignment transfers distributions only before admission. No fixed valuation procedure or payment security in §§ 23-18-5-5 to -5.1 |
Full assignment does not release unpaid-contribution/wrongful-distribution liability; death/disability do not excuse enforceable contribution. Statutory inspection belongs to current member/legal representative, not general former member; no prompt public cessation filing. Older dissociation may dissolve unless timely continued; later sole-member death has successor/90-day routes, while other member exits are not dissolution events (§§ 23-18-4-8; 23-18-5-1, -7; 23-18-6-4 to -5; 23-18-9-1 to -1.1) |
| Iowa verified 2026-08-30 | Iowa Uniform Limited Liability Company Act, Iowa Code ch. 489; covers withdrawal/wrongfulness, 16 dissociation events, consequences, transferee economics, information, filing, and 90-day memberless dissolution (§§ 489.101, .601-.603, .701) |
Agreement governs internal relations, may set dissociation/expulsion events, and governs obligations to transferee/dissociated member. Statutory floors preserve filing rules, duty/good-faith minima, reasonable information/member-action access, specified dissolution causes, and nonparty rights (§§ 489.105, .107, .602(2), (4)) |
Power to leave anytime, rightfully or wrongfully, by express will. Dissociation when LLC knows/has notice or on member’s stated later date; no acceptance, consent, advance period, or public filing. Statutory default makes express-will exit before winding-up completion wrongful; agreement breach independently does so (§§ 489.601(1)-(2), .602(1)) |
Wrongful if express agreement breach or specified pre-wind-up event: express withdrawal, judicial expulsion, member-managed insolvency event, or willful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, plus other liability (§ 489.601(2)-(3)) |
Agreement expulsion causes exit. All-other-member affirmative vote/consent only for illegality; complete transfer except security/unforeclosed charging order; entity status defect uncured within 90 days after notice; or dissolved/winding unincorporated entity. Sole-member foreclosure separately dissociates (§§ 489.503(6), .602(3)-(5)) |
LLC or member in direct action may apply. Grounds: materially adverse wrongful conduct; willful/persistent material agreement or § 489.409 duty/obligation breach; or company-related conduct making continuation with person not reasonably practicable (§ 489.602(6)) |
Events include death; member-managed guardian/conservator/court incapacity and bankruptcy/creditor-assignment/receiver events; trust/estate full distribution; nonindividual termination; merger, interest exchange, conversion, domestication results; and winding-up completion (§ 489.602(7)-(16)) |
Member governance ends; member-manager is removed as manager. Member duties/obligations under § 489.409 end only for postexit matters/events. Economic interest becomes transferee-only; manager office ending alone does not dissociate member (§§ 489.407(3)(e), .603(1)) |
Former member owns preexit transferable interest solely as transferee and retains distribution economics without governance. Dissociation alone creates no interim distribution or automatic buyout/redemption/fair-value payment; separate oppression-dissolution proceeding has an election-to-purchase route (§§ 489.404(2), .603(1)(c), .702) |
No discharge of member-incurred liability. Former member may demand preexit information on 10 days’ record notice, good faith, and particularized proper purpose. No dedicated exit/ownership filing; certificate amend only if filed fact becomes inaccurate, and biennial report has no member/manager field. Ninety memberless days trigger dissolution unless transferee consent/admission rescue occurs (§§ 489.201-.202, .212, .410(3)-(4), .603(2), .701(1)(c)) |
| Kansas verified 2026-08-30 | Kansas Revised LLC Act, K.S.A. 17-7662 to 17-76,155; uses resignation, ceasing membership, assignee, and expulsion rather than a uniform dissociation part. Covers formation-date resignation split, payout, bankruptcy events, full assignment, estate powers, records, 5%-capital reporting, and 90-day memberless dissolution (§§ 17-7689, 17-76,106 to -116) |
Operating agreement binds members/managers/assignees and controls resignation, assignment, admission, expulsion, duties, and event consequences. Act states no general nonwaivable member-expulsion route; public filing, court, and other mandatory provisions remain outside agreement control (§§ 17-7663(m), 17-7687, 17-76,106, -116) |
Only at OA time/event and in accordance. Post-June-30-2014 formation: no pre-wind-up resignation unless OA differs. On/before-June-30-2014 legacy: same agreement-event condition, but no categorical pre-wind-up bar; on resignation, member becomes assignee and retains liability. Act states no independent notice/acceptance/later-date/filing route (§ 17-76,106) |
No statutory wrongful-dissociation category or member-resignation damages/offset formula. An attempted exit outside § 17-76,106 is not an agreement-compliant resignation; do not assume notice alone ends status. Agreement and other law may supply remedies (§ 17-76,106) |
Act recognizes expulsion as a possible member-termination event but states no default majority, unanimous-other-member, illegality, full-transfer, or no-cause expulsion procedure. Operating agreement must supply the event and process (§§ 17-7663(m), 17-76,116(b)) |
No ordinary judicial member-expulsion procedure or grounds list. § 17-76,117 governs Attorney-General dissolution and a 25%-interest deadlock dissolution petition, allowing equitable relief at LLC level rather than expelling a member |
Unless OA or all-member approval differs: creditor assignment, voluntary bankruptcy/insolvency and listed relief/receiver events end status; involuntary case has 120-day cure, nonconsensual appointment 90-day/post-stay cure. Full assignment ends status; security interest does not. Death/incapacity/entity termination do not expressly end membership; representative may exercise estate/property-settlement powers (§§ 17-7689, 17-76,112(b)(3), -115) |
Full assignment ends member powers; legacy resignation leaves assignee-only rights. For newer resignations, status/economics follow OA and payout provisions. Act states no general postexit-duty cutoff or automatic end to separately held manager office; OA should coordinate roles (§§ 17-76,106, -112(b)(1)-(3)) |
Resignation payout follows OA; absent rule, fair value of LLC interest on resignation date within reasonable time, based on distribution share. Legacy companies remain governed by June 30, 2014 version of payout section. Full assignment moves economics to assignee; expulsion has no statutory buyout default (§§ 17-76,107, -112(b)(2)) |
Legacy resigning member and full-interest assignor remain liable to LLC as stated. General information right belongs to current member/manager; no former-member route. No event-driven exit filing; biennial report lists 5%+ capital members and must reflect filing-date facts. No members triggers dissolution unless representative/agreement admission occurs within 90 days or OA period (§§ 17-7690, 17-76,106(b), -114(c), -116(a)(4), -139) |
| Kentucky verified 2026-08-30 | Kentucky Limited Liability Company Act, KRS ch. 275; calls status exit ‘disassociation’ and ‘cessation of membership.’ Covers resignation, written-agreement/full-transfer removal, insolvency, personal/entity events, assignee status, and memberless dissolution; member, manager, and assignee stay distinct (§§ 275.015(8), (17), 275.280-.290) |
Written operating agreement may add cessation events; change resignation, removal, insolvency, death/incapacity, entity, distribution, and memberless-continuation defaults; and preserve a member despite many events. Chapter states no general Article-6-style nonwaivable exit list. Oral agreement does not receive these specific overrides (§§ 275.015(21), 275.280(1)-(3), (6), 275.285) |
Unless written agreement differs: member-managed member may resign on 30 days’ prior written notice to LLC; manager-managed member may not resign without all other members’ consent. Statute states no acceptance, filing, notice-recipient detail beyond LLC, or later-date rule; status ends on resignation’s effective date (§ 275.280(1)(a), (3)-(4)) |
Chapter defines no wrongful-disassociation category or exit-damages formula. Compliance turns on written-agreement terms, 30-day notice, or unanimous consent. Assignment alone does not release member liability, but § 275.280 states no general damages, offset, or discharge rule for another exit (§§ 275.255(1)(f), 275.280) |
Written-agreement removal causes exit. Default full-transfer routes: after assignment with another member remaining, written majority-in-interest consent of nonassignors removes; if none remains, removal is automatic at assignment; admission of full-interest assignee also ends seller status. No general no-cause majority/unanimous route (§§ 275.265(4), 275.280(1)(b)-(c), (2)) |
No judicial member-expulsion procedure in Chapter 275. Separate member-filed judicial dissolution applies when business cannot reasonably practicably continue in conformity with operating agreement; after hearing, decree is filed and LLC winds up (§ 275.290) |
Events—usually overridable by written agreement or written majority-in-interest consent—include creditor assignment, voluntary/involuntary insolvency proceedings (120-day cure for involuntary), death, adjudicated incompetence, trust termination, LLC dissolution/wind-up, corporation dissolution/revocation with 90-day cure, and estate’s full-interest distribution. No merger/conversion/domestication event listed (§ 275.280(1)(d)-(j)) |
On resignation, former member holds interest as assignee; successor of any disassociated member is assignee. Assignee receives distributions only and cannot manage or exercise member rights. Chapter states no lingering former-member agency or temporal postexit-duty rule; separately held manager/employment/agency roles need independent analysis (§§ 275.255(1), 275.265(5), 275.280(4)-(5)) |
Except as written agreement states, disassociation gives former member/assignee no distribution—no automatic buyout, redemption, fair-value payment, or deadline. Assignee otherwise receives only distributions assigned; agreement controls additional payout terms (§§ 275.255(1)(b)-(c), 275.280(6)) |
Assignment alone does not release assignor; cessation section states no broader discharge. § 275.185 inspection right belongs to current member, while deceased/disabled member’s representative receives information only as stated; no general former-member right or dissociation filing. No remaining member causes dissolution unless agreement route or 90-day successor continuation applies (§§ 275.185, 275.255(1)(f), 275.285(4)) |
| Louisiana verified 2026-08-30 | Louisiana Limited Liability Company Law, R.S. 12:1301-1369; uses withdrawal/resignation and membership-ceases rules rather than a general dissociation article. Core routes are term/non-term withdrawal (§ 12:1325), death/incompetence/entity termination (§ 12:1333), assignment/admission (§§ 12:1330-1332), and dissolution (§§ 12:1334-1335) |
Written operating agreement controls non-term withdrawal time/events and the payout; if silent, § 12:1325 supplies notice and fair-market-value defaults. Articles/written agreement may change death, incompetence, entity-termination, assignment, and assignee-admission defaults. Chapter states no general nonwaivable status-exit list (§§ 12:1325, 12:1330, 12:1332-1333) |
Term LLC: before term ends, member may withdraw without others’ consent only for just cause from another member’s failed obligation; no general statutory notice form stated. Non-term LLC: follow written-agreement time/event, or at least 30 days’ prior written notice to LLC at filed registered office and each member/manager at record address (§ 12:1325(A)-(B)) |
Chapter 22 defines no ‘wrongful dissociation’ or withdrawal-damages regime. A term member’s statutory pre-expiration right requires the stated just cause; non-term notice must follow § 12:1325 or the written agreement. Contract, causation, and other remedies remain outside this statute; § 12:1328’s ‘wrongful distribution’ is a different subject (§§ 12:1325, 12:1328) |
No statutory agreement-event or unanimous-member expulsion route appears in current Chapter 22. A written agreement can govern withdrawal and articles/agreements can change specified assignment/succession defaults, but this survey does not infer an expulsion power from majority voting or document freedom (§§ 12:1318, 12:1325, 12:1330-1333) |
No judicial-expulsion procedure in Chapter 22. Separate remedy: on application by or for a member, court may dissolve the LLC when business cannot reasonably practicably continue in conformity with articles or operating agreement; that ends the company, not merely one member’s status (§ 12:1335) |
Unless articles/written agreement or sole-member succession rule changes it, individual death or adjudicated incompetence and corporation/trust/other-entity dissolution or termination end membership; representative/successor becomes assignee. No bankruptcy, guardian appointment, foreclosure, trust distribution, merger, or company-termination dissociation list; merger agreement converts interests (§§ 12:1333, 12:1358, 12:1361) |
Membership interest includes voting/management, while nonmember assignee has no member powers until admission. Current-member/manager agency follows § 12:1317; Chapter states no former-member lingering-authority or postexit-duty timing rule. Death/incompetence/entity representative is an assignee, not a manager or voting member by that fact alone (§§ 12:1301(14), 12:1317, 12:1330, 12:1332-1333) |
Written agreement governs withdrawal distribution; otherwise withdrawing/resigning member receives fair market value of interest, measured at exit, within reasonable time. Assignment alone transfers only specified economics, and succession representative is treated as assignee. Statute states no fixed valuation method, offer clock, installment rule, or offset formula (§§ 12:1325(C), 12:1330, 12:1333) |
Withdrawal section states no release from preexit contribution, distribution, contract, tort, or other obligations. § 12:1319 grants records/accounting rights only to a current member and requires current internal member list; no former-member access or withdrawal filing. Member-managed annual report lists current members. Judicial/voluntary dissolution remain separate (§§ 12:1308.1, 12:1319-1320, 12:1334-1335) |
| Maine verified 2026-08-30 | Maine LLC Act, 31 M.R.S. chapter 21; ordinary domestic LLC with required written/oral/implied LLC agreement. Covers notice, agreement, consent, court, personal/entity, and admitted-transferee full-transfer exits; member, transferee, manager, and representative remain distinct (§§ 1501-1502, 1581-1583) |
LLC agreement governs exit events, expulsion, duties, former-member obligations, and consequences; Chapter 21 fills gaps. It cannot vary entity separateness/governing law, court filing power, bad-faith implied-covenant liability, written contribution promise, required winding up, or protected outsider rights (§§ 1521-1524) |
Power to dissociate as member; express-will exit occurs when LLC has notice, or on specified later date. Act states no universal writing, signature, advance period, acceptance, or company-consent condition. Pre-termination express exit is listed as wrongful (§§ 1581(1)-(2), 1582(1)) |
Wrongful if LLC-agreement breach or, before termination, express-will exit, judicial expulsion, bankruptcy/general creditor assignment, or specified nonindividual willful dissolution/termination. Wrongful member owes LLC and, subject to direct-action rule, other members caused damages, in addition to other debt/obligation/liability (§ 1581(2)-(3)) |
Agreement event or agreement-based expulsion causes exit. Other members may unanimously expel only for illegality; complete transferable-interest transfer excluding security; uncured organization dissolution/charter/suspension after 90-day notice; or dissolved, winding-up organization (§ 1582(2)-(4)) |
LLC applies. Court may expel for wrongful conduct with adverse material effect; willful and persistent material agreement or statutory/other-law duty breach; or activity-related conduct making continuation with person not reasonably practicable. Section states no special notice, hearing, or valuation formula (§ 1582(5)) |
Individual death, guardian/general-conservator appointment, or incapacity determination; bankruptcy, creditor assignment, or consensual fiduciary appointment except for sole remaining member; trust/estate full-interest distribution; nonindividual termination. Full remaining-interest transfer ends status only at later of transferee admission and completed transfer. No separate merger/conversion/domestication event (§ 1582(6)-(11)) |
Dissociation ends participation in activities/affairs and agreement/member authorization, but Act states no automatic end to separate manager office or third-party authority filing. Former member receives distributions as before; no uniform prospective-duty cutoff appears in § 1583, while agreement may tailor duties within statutory floors (§§ 1521-1522, 1541, 1583(1)) |
Former member receives only distributions that would have applied absent dissociation; if LLC continues, dissociation itself creates no payment for the LLC interest. Transferable interest ordinarily remains with former member/transferee; agreement may change consequences (§§ 1524(3), 1571-1572, 1583(1), (3)) |
Dissociation does not discharge prior debt/obligation/liability. On 30-day recorded notice, good-faith former member may inspect qualifying membership-period records; transferee alone cannot. Exit has no immediate filing; annual report lists at least one member/manager/authorized person. No members dissolves after 90 days absent statutory admission (§§ 1551(2)(D), 1558, 1583(2), 1595, 1665) |
| Maryland verified 2026-08-30 | Maryland Limited Liability Company Act, Md. Code, Corps. & Ass'ns tit. 4A; ordinary domestic LLC member cessation under §§ 4A-605–606.1. Member status, noneconomic rights, assignee economics, and entity dissolution remain distinct (§§ 4A-101, -603, -901–903, -1303) |
Articles, operating agreement, or required unanimous consent may change defaults because 'unless otherwise agreed' includes all three. Agreement may bar/limit withdrawal and authorize removal; §§ 4A-605, -606, and -606.1 are expressly variable. No separate nonwaivable status-exit list (§§ 4A-101(x), -102, -402, -605–606.1) |
Default: before dissolution/winding up, member may withdraw on ≥6 months' prior written notice to every other member at each address shown in LLC books/records. Agreement may prohibit or limit withdrawal; statute states no acceptance, company-consent, or public-filing condition (§ 4A-605) |
Title 4A defines no wrongful-dissociation category or dissociation-damages rule. Default cessation uses withdrawal authorized by § 4A-605; the agreement may change the rule, and other agreement/liability law remains separate (§§ 4A-605–606; complete tit. 4A) |
Person ceases membership when removed in accordance with operating agreement. No default majority, unanimous-other-member, illegality, complete-transfer-vote, or no-cause expulsion route; unanimous consent can alter an 'unless otherwise agreed' default but includes all members (§§ 4A-101(x), -606(2)) |
No ordinary judicial member-expulsion applicant or conduct/breach/continued-operation grounds in Title 4A. A member may instead seek company dissolution when business cannot reasonably practicably continue under articles/agreement; that is not member expulsion (§§ 4A-903, -1303) |
Unless otherwise agreed: creditor assignment; voluntary bankruptcy/insolvency filings and orders; requested trustee/receiver/liquidation; uncured involuntary proceeding/appointment after 120 days; individual death or adjudicated incompetence; trust termination; partnership/LLC dissolution and winding up; corporation dissolution/charter revocation; estate full-interest distribution; and full economic-interest assignment. No separate merger/conversion/domestication event (§ 4A-606) |
Cessation ends member status and status-based inspection, management, voting, and agency rights; full assignment expressly forfeits noneconomic interest. Separately granted nonmember management/agency may survive under its own terms. Title 4A states no dissociation-specific future-duty cutoff (§§ 4A-101(c), (n), (p), -402(a)(1), -603(d), -606) |
If LLC continues, it may elect within a reasonable time to pay fair value as of exit, based on distribution-sharing right, in complete liquidation. If it does not, former member is deemed assignee of unredeemed economics. Full assignment otherwise ends membership/noneconomics; pledge alone does not (§§ 4A-603, -606.1) |
Cessation does not state a general liability release; contribution/return duties and specified assignor liability remain. Inspection belongs to a member; no status-exit filing or general former-member right. Exit ordinarily does not dissolve LLC, but 90 days with no members triggers dissolution absent statutory continuation/admission routes (§§ 4A-406, -502, -603(c), -902) |
| Massachusetts verified 2026-08-30 | Massachusetts Limited Liability Company Act, G.L. c. 156C; ordinary domestic LLC member resignation under § 36, distribution under § 32, complete-assignment exit under § 39, and agreement/legacy dissolution boundaries. Member, manager, assignee, and LLC interest remain distinct (§§ 9-10, 24-25, 32, 36, 39-44) |
Agreement sets resignation times/events and procedure and may deny resignation, but cannot defeat member's ≥6-month statutory notice route. Written agreement controls withdrawal payout, assignment/admission, expulsion, other exit events, and legacy continuation; certificate supplies LLC office for notice (§§ 32, 36, 39, 41, 43) |
Agreement-authorized route applies first. Regardless of no-resignation term, member may resign on ≥6 months' prior written notice to LLC at certificate-listed Massachusetts office and to every other member/manager at record address. No statutory acceptance/consent; notice must precede effective resignation by at least six months (§ 36) |
No general 'wrongful dissociation' code or event list. If resignation violates agreement, LLC may recover breach damages in addition to other applicable-law remedies and offset them against amounts otherwise distributable. No statutory fixed damages or express other-member claim in § 36 (§ 36) |
Operating agreement may provide expulsion or another membership-ending event. Chapter states no general majority, unanimous-other-member, no-cause, illegality, complete-transfer, or entity-status expulsion vote. Complete assignment independently ends assignor membership by default (§§ 39(b)(2), 43(2), (4)) |
No ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds in Chapter 156C. Member or manager may seek entity dissolution when business cannot reasonably practicably continue in conformity with certificate/agreement; that company remedy is not expulsion (§ 44) |
Ordinary modern Act states no general automatic dissociation list for death, incapacity, bankruptcy, trust/estate distribution, entity termination, merger, conversion, domestication, or foreclosure. Death/incompetence and entity dissolution/termination instead preserve representative/successor exercise of rights. Pre-1/1/1997 LLC has separate event-triggered dissolution/90-day continuation default (§§ 42-43) |
Resignation ends member status and member management; complete assignment ends all member rights/powers. Manager office is separate—manager need not be member and agreement governs office cessation—so member exit does not itself state manager termination. Act states no general future-duty cutoff (§§ 24-25, 39(b)(2)) |
Written agreement controls resignation distribution. If it permits resignation but does not otherwise provide payout, resigning member receives fair value within reasonable time, measured at resignation from distribution-sharing right. Assignment gives economics; full assignment ends membership. No automatic payout solely for expulsion/other event (§§ 32, 36, 39) |
Agreement-breach damages survive; complete assignor remains liable under §§ 31-37. Statutory records/information belongs to current member or manager; no general former-member route or immediate public exit filing. Modern LLC dissolution list excludes memberlessness; pre-1997 member exit can dissolve absent timely unanimous continuation/agreement right (§§ 9-10, 22, 41(c), 43-44) |
| Michigan verified 2026-08-30 | Michigan Limited Liability Company Act, MCL 450.4101-.5200; ordinary domestic LLC withdrawal/expulsion under § 450.4509 and complete-assignment cessation under § 450.4505. Member, manager, assignee, and membership interest remain distinct (§§ 450.4101-.4102, 450.4505, 450.4509) |
Written operating agreement controls withdrawal, expulsion, other cessation events, and may vary assignment, pledge, payout, and management defaults. Articles provisions are included in the agreement and prevail over a conflict. Act states no independent mandatory withdrawal/expulsion route (§§ 450.4102(r), 450.4214, 450.4305, 450.4505, 450.4508-.4509) |
May withdraw only as operating agreement provides. Act states no default notice form, signer, recipient, advance period, acceptance, consent, or effective-time rule; agreement supplies them. Member shares ordinary distributions until effective withdrawal date (§§ 450.4305, 450.4509(1)) |
Act states no general 'wrongful dissociation' category, premature-exit list, causation-based damages formula, or statutory offset. Agreement/other law may create breach remedies; full assignor remains liable to LLC under contribution and unlawful-distribution rules (§§ 450.4302, 450.4308, 450.4505(4), 450.4509) |
Operating agreement may provide expulsion or any other cessation event. No default majority, unanimous-other-member, no-cause, illegality, complete-transfer, or entity-status expulsion vote; complete assignment independently ends membership unless agreement changes that result (§§ 450.4505(4), 450.4509(2)) |
No ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds. A member may pursue § 450.4515 control-person misconduct relief, potentially including fair-value purchase or dissolution, and a member may apply for entity dissolution under § 450.4802; neither section states an expulsion remedy (§§ 450.4515, 450.4802) |
Agreement may define other status-ending events; complete assignment ends membership by default, while pledge/security/lien/encumbrance does not. Act's status provisions state no separate default death, incapacity, bankruptcy, entity-termination, trust/estate distribution, foreclosure, merger, conversion, or domestication cessation list (§§ 450.4505, 450.4508-.4509) |
Membership interest includes voting/management, so status exit ends those member rights. In member-managed LLC, members are considered managers with manager duties/agency; Act does not state that withdrawal automatically ends a separately designated manager office or provide a general future-duty cutoff (§§ 450.4102(q), 450.4401, 450.4404, 450.4509) |
Until effective withdrawal, member shares ordinary distributions. Agreement may specify additional payout; if it permits withdrawal but is silent, fair value is due within reasonable time based on distribution share. Assignment gives distributions only and full assignment ends membership by default. No statutory automatic payout solely for expulsion or other agreement event (§§ 450.4305, 450.4505, 450.4509) |
Full assignment does not release contribution/unlawful-distribution liability; withdrawal section states no general release. Statutory inspection/accounting belongs to members; LLC retains current member/manager list. Act states no member-exit filing or no-member dissolution trigger; contractual dissolution events, unanimous dissolution, oppression relief, and judicial dissolution remain separate (§§ 450.4213, 450.4302, 450.4308, 450.4503, 450.4505(4), 450.4801-.4802) |
| Minnesota verified 2026-08-30 | Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. ch. 322C; ordinary domestic LLC dissociation under §§ 322C.0601-.0603. Member, manager, governor, transferee, dissociated member, and entity dissolution remain distinct (§§ 322C.0102, .0407, .0502, .0701) |
Operating agreement governs member/company relations, may state dissociation events and expulsion, and controls obligations to dissociated members. Chapter fills gaps. Agreement cannot eliminate mandatory capacity/law/court powers, fiduciary and good-faith floors, information access, dissolution/winding-up powers, action rights, protected transactions, or outsider rights (§§ 322C.0110-.0112, .0601-.0602) |
Member has power to withdraw anytime by express will. Dissociation occurs when LLC has notice, or on member's specified later date; no statutory advance period, writing, acceptance, or vote. Unless agreement changes the result, every express-will withdrawal before company termination is wrongful (§§ 322C.0601-.0602) |
Wrongful if agreement breach or, before company termination: express-will withdrawal, judicial expulsion, debtor-in-bankruptcy event, or willful entity dissolution/termination in stated entity classes. Wrongful member owes LLC and, subject to direct-action law, other members damages caused, additional to other liabilities (§ 322C.0601) |
Agreement event/expulsion causes exit. All other members may expel only for membership illegality; full transfer except security/unforeclosed charging order; corporation dissolution/revocation/suspension not cured within 90 days after notice; or dissolved/winding-up LLC or partnership (§ 322C.0602(2)-(4)) |
LLC is the stated applicant. Court may expel for materially adverse wrongful conduct; willful/persistent material agreement or § 322C.0409 breach; or conduct making it not reasonably practicable to continue activities with the person. Statute states no member-as-applicant route (§ 322C.0602(5)) |
Events: individual death; member-managed guardian/general conservator or judicial incapacity; member-managed bankruptcy, creditor assignment, or requested trustee/receiver/liquidator; full trust/estate-interest distribution; other-entity termination; merger nonsurvival/other loss; conversion; domestication-caused loss; and company termination (§ 322C.0602(6)-(14)) |
Management participation ends; in member-managed LLC, fiduciary duties end for postexit matters. Dissociation removes member-manager, while manager cessation alone does not end membership. Separate authority/employment/contract issues remain distinct (§§ 322C.0407, .0603(1)) |
Preexit transferable interest becomes transferee-only property. Predissolution distributions made by LLC include dissociated members equally by default, but dissociation itself creates no distribution, redemption, fair-value, liquidation, or buyout right. Agreement and transfer/transaction terms may change economics (§§ 322C.0404, .0603(1)(3)) |
Dissociation does not discharge prior LLC/member liabilities. Former member has 10-day good-faith record-demand access to membership-period information, subject to member-demand and reasonable-use limits. No standalone dissociation filing. LLC dissolves after 90 consecutive memberless days; oppression proceeding may yield fair-value sale as alternative remedy (§§ 322C.0410, .0603(2), .0701) |
| Mississippi verified 2026-08-30 | Revised Mississippi Limited Liability Company Act, Miss. Code ch. 29; separates membership/governance from financial interests. Covers document/unanimous withdrawal, document expulsion, bankruptcy events, full-interest assignment, withdrawal fair-value distribution, information, reporting, and 180-day memberless continuation (§§ 79-29-101, -105, -303, -313, -603, -703, -801) |
Certificate/written OA may create and regulate withdrawal, expulsion, bankruptcy consequences, payout, rights, and duties; most Chapter 29 provisions are variable. Mandatory floors include unanimous initial agreement, good faith, information reasonableness, court/dissolution powers, filing rules, and listed misconduct/liability limits (§ 79-29-123) |
Only at time/event in written OA and in accordance with it, or on written consent of all members. Unless certificate/written OA differs, no pre-wind-up withdrawal without unanimous written consent. Act states no independent notice, later-date, acceptance, or filing route; ‘withdrawal’ means a document-authorized voluntary act (§§ 79-29-105(bb), -303) |
No statutory wrongful-dissociation category or member-withdrawal damages/offset formula. An attempted exit outside § 79-29-303 is not the defined ‘withdrawal’ event; do not assume notice alone ends status. Agreement and other law may supply breach remedies (§§ 79-29-105(bb), -303) |
LLC has no power to expel unless certificate or written OA provides otherwise. Chapter states no default majority, unanimous-other-member, illegality, full-transfer, or no-cause expulsion vote. Full financial-interest assignment instead ends seller membership directly (§§ 79-29-303, -703(2)(c)) |
No ordinary judicial member-expulsion procedure or grounds in Chapter 29. Member-filed judicial dissolution concerns impracticability, persistent/pervasive fraud or abuse, misapplication/waste, or court-supervised voluntary dissolution; it dissolves LLC rather than expelling member (§ 79-29-803) |
Unless certificate/written OA or unanimous written consent differs: creditor assignment, voluntary bankruptcy/insolvency and listed relief/receiver events end membership; involuntary case has 120-day cure, nonconsensual appointment 90-day/post-stay cure. Death/incapacity/entity termination are not default cessation events; heir is admitted on estate distribution. Full financial-interest assignment ends status; security interest does not (§§ 79-29-301(2)(d), -313, -703(2)(c)) |
Withdrawal, expulsion, bankruptcy cessation, or full-interest assignment ends member governance. Bankruptcy former member keeps preevent financial rights. Chapter states no general postexit-duty cutoff or automatic end to a separately held manager office; documents should coordinate capacities (§§ 79-29-303, -313(2), -703(2)(c)) |
Withdrawal payout follows OA; absent rule, fair value of financial interest on exit date within reasonable time, using customary current methods with no marketability/minority discount, plus current financial statements. Expulsion has no statutory buyout; bankruptcy former member retains financial rights; full assignment transfers economics (§§ 79-29-603, -313(2), -703) |
Full-interest assignor remains liable to LLC for Article 5/6 obligations. General information right belongs to current member/manager; no former-member route. No event-driven exit filing; annual report lists all managers or at least one member and must be current. No members triggers dissolution unless representative/agreement admission occurs within 180 days or document period (§§ 79-29-215, -315, -707(3), -801(1)(d)) |
| Missouri verified 2026-08-30 | Missouri LLC Act, Mo. Rev. Stat. §§ 347.010-.187; ordinary domestic LLC withdrawal/cessation under §§ 347.121-.123, distribution under § 347.103, and dissolution boundary § 347.137. Member, manager, assignee, and event of withdrawal remain distinct (§§ 347.015, .079, .115, .121-.123) |
Operating agreement may define withdrawal events, expulsion, transfer/status overrides, duties, payout, voting, and no-member succession within law; articles separately state dissolution events. Written agreement terms control breach analysis; oral agreement generally valid but § 347.121's agreement route and breach rule specifically say written (§§ 347.015(13), .039, .081, .103, .121-.123, .137) |
Member may withdraw at time/events specified in writing in operating agreement or anytime on 90 days' prior written notice to other members. Act states no signature, acceptance, company-consent, or separate filing condition; agreement can supply procedure (§ 347.121(1)) |
No general wrongful-dissociation event list. If withdrawal violates written agreement, LLC may recover breach damages and offset them. Continued-LLC fair value excludes goodwill, payment is reduced by LLC/member damages, and court may defer payment with approved security to prevent unreasonable hardship (§§ 347.103(2), 347.121(1)) |
Operating agreement may expel and thereby cause cessation. Statute states no default majority, unanimous-other-member, no-cause, illegality, complete-transfer, or entity-status expulsion vote. Full assignment independently ends membership unless agreement or specific contemporaneous written consent of all members provides otherwise (§§ 347.121-.123) |
No ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds in §§ 347.121-.123. Member may seek entity dissolution under current § 347.143 grounds and alternative remedies; that company remedy is not member expulsion (§§ 347.123, .143-.144) |
Events include full assignment; voluntary and uncured 120-/90-day bankruptcy/creditor/trustee-receiver-liquidator events unless agreement/contemporaneous all-member written consent changes them; individual death/incompetency; trust termination/full distribution; partnership dissolution/winding up/full distribution; corporation dissolution/charter revocation/full distribution; estate full distribution; and LLC dissolution/termination/full distribution. No separate merger/conversion/domestication event (§ 347.123) |
Former member loses management and retains assignee rights. Unless agreement changes it, no further LLC duty except accounting for unconsented profit/benefit from pre-exit company transaction or personal use of company/confidential property. Manager office is separate because manager need not be member; status exit does not itself state manager termination (§§ 347.079(2), 347.121(2)-(3)) |
Continued LLC: agreement controls distribution; if silent and exit is not full assignment, former member has 180 days to demand fair value as of exit based on ongoing-operation distribution share. After deadline LLC may purchase anytime on 30-day notice. Wrongful exit excludes goodwill, offsets damages, and allows hardship deferral/security. Dissolved LLC gives assignee winding-up distributions (§ 347.103) |
Assignor remains liable for contribution/wrongful-distribution obligations absent all-member written consent; former member has no general statutory inspection right, while member rights end and records retain current/past lists. No prompt public member-exit filing. Majority by number of remaining members may elect dissolution within 90 days after exit; no-member LLC dissolves unless representative/admission rescue occurs (§§ 347.091, .115(3), .121-.123, .137) |
| Montana verified 2026-08-30 | Montana LLC Act, MCA Title 35 ch. 8; ordinary domestic at-will or term LLC. Covers notice, agreement, full distributional-interest transfer, expulsion, insolvency, death/incapacity, trust/estate distribution, entity termination, buyout, and dissociation filing (§§ 35-8-101 to -102, -803 to -805, -808, -812) |
OA may eliminate express-will dissociation power and controls agreement events, expulsion, valuation/terms, and many consequences. It cannot unreasonably restrict information or vary the specified § 35-8-803 expulsion right, required winding up, good-faith/loyalty/care floors, or protected outsiders (§§ 35-8-109, -804, -808(3)) |
Unless OA eliminates power, member may dissociate any time rightfully or wrongfully. LLC notice ends status on notice date or member's stated later date. No universal writing, signature, advance period, acceptance, or consent rule (§§ 35-8-803(1)(a), -804(1)) |
If power remains: wrongful for OA breach or, before term expiration, express withdrawal, judicial expulsion, bankruptcy, or specified nontrust/nonestate/nonindividual willful dissolution/termination. Caused damages run to LLC/members, add to other obligations, and offset distributions/purchase price (§§ 35-8-804(2)-(4), -808(6)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; substantially-all distributional-interest transfer excluding security/unforeclosed charge; uncured corporate dissolution/charter/suspension after 90 days; or dissolved, winding-up partnership/LLC. Entire economic transfer independently dissociates (§ 35-8-803(1)(b)-(e)) |
LLC or another member may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 35-8-310 duty breach; or company-business conduct making continuation with member not reasonably practicable. OA cannot vary this right (§§ 35-8-109(4)(e), -803(1)(f)) |
Bankruptcy, creditor assignment, consensual fiduciary appointment, or uncured nonconsensual appointment after stated 90-day periods; individual death, guardian/general-conservator appointment, or incapacity determination; trust/estate full-rights distribution; qualifying entity termination. No separate merger/conversion/domestication/interest-exchange event in § 35-8-803 (§ 35-8-803(1)(g)-(k)) |
Member status/management end and former member becomes transferee. Noncompetition loyalty ends; other loyalty/care continue only for preexit matters unless person winds up. Act states no automatic end to separate manager office; filing gives outsider notice after 90 days and affects member/manager agency questions (§§ 35-8-301, -310, -805(2), -812) |
At-will LLC buys at dissociation-date fair value; term LLC generally buys at term expiration using then-value. Offer due within 30 days; no agreement within 120 days opens another 120-day enforcement window; wrongful-exit damages/other amounts offset. Former member otherwise has transferee economics (§§ 35-8-707, -805(1), -808) |
Transfer/admission does not release transferor liability; former member has membership-period record access. Dissociated member or LLC must file statement; outsider notice after 90 days. Annual report lists all members or managers. Dissolution follows written document event, specified consent, illegality, term expiration, or decree—not ordinary dissociation alone (§§ 35-8-208, -405, -707(4), -812, -901) |
| Nebraska verified 2026-08-30 | Nebraska Uniform LLC Act, Neb. Rev. Stat. §§ 21-101 to -197 and -501 to -542; ordinary domestic LLC. Covers express-will, agreement, consent, court, personal/entity, transaction, and termination exits; member, manager, transferee, and representative remain distinct (§§ 21-101 to -102, -144 to -146) |
OA governs gaps, agreement events/expulsion, breach, and dissociated-member obligations. It cannot vary Nebraska governing law, unreasonably restrict information, vary specified court dissolution/wind-up powers, restrict personal-liability transaction approval, or impair nonparty rights (§§ 21-110 to -112, -144 to -145) |
Power to dissociate any time, rightfully or wrongfully, by express will. Effective when LLC has notice, or on member's specified later date. Act states no universal writing, signature, advance period, acceptance, or company-consent condition (§§ 21-144(a), 21-145(1)) |
Wrongful if OA breach, or before termination by express-will withdrawal, judicial expulsion, member-managed bankruptcy, or specified nontrust/nonestate/nonindividual willful dissolution/termination. Wrongful member owes LLC and, subject to direct-action rule, other members caused damages in addition to other liability (§ 21-144(b)-(c)) |
OA event or OA expulsion causes exit. Other members may unanimously expel only for illegality; complete transferable-interest transfer excluding security/unforeclosed charging order; uncured corporate dissolution/charter/business suspension after 90-day notice; or dissolved, winding-up LLC/partnership (§ 21-145(2)-(4)) |
LLC applies. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 21-138 duty breach; or company-activity conduct making continuation with the person not reasonably practicable. Section states no special notice, hearing, or damages formula (§ 21-145(5)) |
Individual death; member-managed guardian/general-conservator appointment or incapacity order; member-managed bankruptcy/creditor assignment/fiduciary appointment; trust/estate full-interest distribution; residual entity termination; merger nonsurvival/lost status; every conversion; domestication-caused lost status; or company termination (§ 21-145(6)-(14)) |
Member management ends; member-managed fiduciary duties end only for postexit matters/events. Dissociation removes a member-manager; ending manager office alone does not end membership. Membership alone never creates agency. Representative has limited estate-settlement rights after death (§§ 21-126, -136(c)(6), -138, -143, -146(a)) |
Immediately pre-exit transferable interest becomes owned solely as transferee; transferee receives distributions but no management. Dissociation alone creates no distribution, automatic buyout, redemption, fair-value payment, forfeiture, or dissolution (§§ 21-133(b), -141, -146(a)(3)) |
Dissociation does not discharge prior debt/obligation/liability. On the statutory recorded demand, a good-faith former member may access qualifying membership-period information. No immediate member-exit filing or member field in biennial report. No members dissolves LLC after 90 consecutive days absent timely admission (§§ 21-125, -130(c)(4), -139(c), -146(b), -147(a)(3)) |
| Nevada verified 2026-08-30 | Nevada Revised Statutes ch. 86; uses resignation/withdrawal, expulsion, dissociation, member’s interest, and substituted member rather than a uniform-act dissociation code. Covers document-permitted exit, payment, status effects, event nontermination, sole-member death, records, and memberless dissolution (NRS 86.331-.335, 86.351, 86.491) |
Articles/OA may authorize or regulate withdrawal, expulsion, event effects, payment, deferral, memberless period, duties, and records. Agreement receives maximum freedom-of-contract effect; duties broadly eliminable except implied covenant, and unanimous documents may deny inspection. Chapter states no nonwaivable ordinary member-expulsion route (NRS 86.241(8), 86.286, 86.298, 86.331-.335, 86.491) |
No default right before dissolution/winding; another law, articles, or OA must permit. Chapter states no notice form, recipient, advance period, acceptance, or later-date rule. Even agreement-violating resignation/withdrawal ordinarily causes member-status exit unless documents/law differ (§§ 86.331(1), 86.335(2)) |
No ‘wrongful dissociation’ category. If resignation/withdrawal violates OA, payment equals fair market value less all damages sustained by LLC/other members; LLC may defer as long as necessary to prevent unreasonable hardship. Chapter states no separate causation, offset, or other exit-liability formula (§ 86.335(1)) |
Articles/OA may make expulsion effective or regulate its consequences. Chapter 86 states no default majority, unanimous-other-member, illegality, complete-transfer, or no-cause expulsion vote; § 86.491(4) says expulsion alone does not end member status unless another rule/document supplies the effect |
No ordinary judicial member-expulsion procedure or grounds list in Chapter 86. Member-filed judicial dissolution applies when business cannot reasonably practicably continue in conformity with articles/OA, but dissolves LLC rather than expelling member (§ 86.495) |
Default: death, retirement, resignation, expulsion, bankruptcy, dissolution, dissociation, or any other member event—including sole-member event—does not itself end status or dissolve LLC. Exception: sole natural member’s death may pass status and interest to heirs/successors/assigns, who become substituted member automatically subject to administration (§ 86.491(4)-(5)) |
Effective resignation/withdrawal ends voting and member-management rights even if payment deferred. Chapter states no automatic effect on a separately held manager office or general postexit-duty cutoff; agreement defines duties subject to implied covenant and must coordinate capacities (§§ 86.286, 86.298, 86.335(2)) |
If member has right to exit, documents/law control payment; otherwise fair market value on exit date due within reasonable time. Violating exit uses same fair-market baseline less damages, with hardship deferral. No expulsion buyout default; approved transferee may become substituted member, but transferor liability to LLC remains (§§ 86.331(2), 86.335(1), 86.351) |
Exit has no general prior-liability discharge; contribution liability continues unless unanimously waived/compromised subject to creditor protection. General inspection belongs to current members/managers; no former-member route. Internal list remains current; public resignation filing applies only to manager/managing member if not on annual/amended list. After no members, 180-day/document period permits representative/agreement admission before dissolution (§§ 86.241, 86.263(6), 86.391, 86.491(1)(e)) |
| New Hampshire verified 2026-08-30 | New Hampshire Revised LLC Act, RSA chapter 304-C; ordinary domestic LLC. Separates economic LLC interest from other membership rights and uses voluntary withdrawal, agreement/court removal, insolvency, death/incapacity, entity events, and single-member execution sale (§§ 304-C:1, :12, :14-:15, :98-:105, :126) |
OA may replace withdrawal/notice, removal, automatic-event, duties, economics, and information defaults, and add exit events. It cannot eliminate implied contractual good faith or liability for violating it; specified filing, distribution-solvency, and fraud/illegality dissolution rules remain statutory (§§ 304-C:40, :93, :102-:107, :115, :129, :134) |
Default right to withdraw any time with 30 days' written notice to other members; written OA may set other notice or another rule. Act states no acceptance or member-exit filing. Definite-term/particular-undertaking early withdrawal is wrongful unless OA differs (§ 304-C:103(I), (IV)) |
No uniform-style all-event wrongful category. If member has withdrawal power, OA breach or otherwise wrongful conduct permits LLC damages, including reasonable replacement-service costs, plus distribution offset; early term/undertaking exit is specified wrongful conduct (§ 304-C:103(II)-(IV)) |
OA may provide any removal method/procedure and any reason, and may add other dissociation events. No default majority or unanimous-other-member no-cause/closed-list expulsion vote appears; absent OA process, judicial removal is the statutory route (§§ 304-C:102, :104(I)-(II)) |
Any member may apply to superior court if OA lacks method/procedure/standard. Grounds: duty breach plus material injury and uncured remediable breach; other materially injurious conduct and uncured injury; likely injurious future breach/conduct; or not-reasonably-practicable continuation. Timely specific written notice required; court may order alternative relief including redemption/cross-purchase (§ 304-C:104) |
Unless OA differs: individual insolvency events end status unless other members unanimously opt out; single-member LLC excepted. Death ends status unless others unanimously opt out within 10 days; incapacity order excepted for single member. Trust termination; detailed LLC/corporate dissolution with 30/90-day dates/cures; estate full-interest distribution. Single-member execution sale ends status (§§ 304-C:100-:101, :126(VII)) |
Dissociation ends all non-economic membership rights, including member management/agency, but not necessarily a separately held manager office. Unless OA or §§ :106-:117 differ, former member has no later fiduciary/other duties; status definitions and retained interest remain distinct (§§ 304-C:52, :98-:99, :106-:117) |
Default: accrued distribution only and no payment for membership-right/LLC-interest value. If unpaid, former member keeps retained LLC interest and transferee allocation/distribution rights, subject to company offset. OA may provide buyout. Ordinary economic transfer alone does not dissociate; single-member execution sale does (§§ 304-C:99, :105, :123, :126) |
Former member has only liabilities accrued preexit and not discharged, plus reasonable-restriction access to information relevant to retained allocations/distributions. Exit has no immediate filing; annual report lists managers or at least one member as of Jan. 1. Dissociation is not a § :129 dissolution event; separate agreement/vote/judicial/administrative routes govern (§§ 304-C:99, :129, :194) |
| New Jersey verified 2026-08-30 | New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 to -94, especially Article 6 §§ 42:2C-45 to -47; ordinary domestic LLC member withdrawal, expulsion, automatic events, and consequences. Member, manager, transferee, and dissociated member remain distinct (§§ 42:2C-1 to -2, 42:2C-45 to -47) |
Agreement governs internal relations, may state dissociation/expulsion events, and governs LLC/member obligations to a dissociated member; express agreement breach makes exit wrongful. It cannot vary specified court-dissolution power, unreasonably restrict information/member-action rights, or eliminate protected duty/liability floors (§§ 42:2C-11, 42:2C-13(b), 42:2C-45(b), 42:2C-46(b)-(c)) |
Power to dissociate at any time, rightfully or wrongfully, by express will. Status ends when LLC has notice, or on member's specified later date. No universal writing, signature, advance period, acceptance, or consent condition; definite-term/undertaking early withdrawal is wrongful (§§ 42:2C-3(c), 42:2C-45(a), (b)(3), 42:2C-46(a)) |
Wrongful if agreement breach; pretermination judicial expulsion, member-managed debtor bankruptcy, or willful specified entity dissolution/termination; or express-will exit before definite term/undertaking ends. Wrongful member owes LLC and, subject to § 42:2C-67, other members damages caused, in addition to other liability (§ 42:2C-45(b)-(c)) |
Agreement event or agreement-authorized expulsion causes dissociation. Other members may unanimously expel only for illegality; complete transferable-interest transfer excluding security/charging order; uncured corporate dissolution/charter/suspension after 90-day notice; or dissolved, winding-up LLC/partnership (§ 42:2C-46(b)-(d)) |
LLC—not an individual member under this section—may apply. Grounds: materially adverse wrongful conduct; willful/persistent material agreement or § 42:2C-39 duty breach; or conduct making continuation with person not reasonably practicable. Court may order fair/equitable or legally required interest sale (§§ 42:2C-46(e), 42:2C-47(c)) |
Events include individual death; member-managed guardian/conservator appointment or incapacity order; member-managed bankruptcy/creditor assignment/trustee-receiver-liquidator event; trust/estate full distribution; residual entity termination; merger, every conversion, qualifying domestication; and LLC termination (§ 42:2C-46(f)-(n)) |
Member management rights end; in member-managed LLC, member fiduciary duties end only for post-dissociation matters/events. Dissociation removes a member-manager; ending manager office alone does not dissociate membership. Deceased member's representative has specified transferee/accounting and estate-settlement information rights (§§ 42:2C-37(c)(6), 42:2C-44, 42:2C-47(a)) |
Retained transferable interest becomes owned solely as transferee interest. Dissociated members share interim distributions by default, but dissociation itself creates no distribution right. Judicial expulsion court may order sale if required by law or fair/equitable; otherwise no automatic buyout, redemption, or fair-value payment (§§ 42:2C-34(a)-(b), 42:2C-47(a)(3), (c)) |
Dissociation does not discharge prior debt/obligation/liability. On 10 days' record demand, good-faith former member gets period-of-membership information subject to particularity/direct-connection conditions; no immediate public dissociation filing. Ninety consecutive days without members dissolves LLC, subject to 90-day admission rescue (§§ 42:2C-31(c)(4), 42:2C-40(c), 42:2C-47(b), 42:2C-48(a)(3)) |
| New Mexico verified 2026-08-30 | New Mexico Limited Liability Company Act, Chapter 53, Article 19 NMSA 1978; ordinary domestic LLC. Uses voluntary withdrawal, removal, and events of dissociation, with separate perpetual-existence and definite-term/particular-undertaking branches (§§ 53-19-1 to -2, -6, -37 to -38) |
Articles or written OA may change withdrawal rights/notice, removal, automatic events, continuation, and payout. They may add dissociation events. Act states no uniform-style nonwaivable exit floor; judicial dissolution and public-filing rules remain separate (§§ 53-19-2(O), -17, -24, -37 to -40) |
Perpetual existence: default right to withdraw any time with 30 days' prior written notice to other members, or document-set notice. Definite term/undertaking: no default early right; unauthorized attempt is ineffective but forfeits voting/management. No acceptance or exit filing stated (§ 53-19-37(A)-(B)) |
No statutory wrongful-dissociation category or exit-damages formula. Unauthorized term/undertaking withdrawal attempt is ineffective, but the member is deemed to relinquish all voting and management/control participation (§ 53-19-37(B)) |
Removal under articles/OA ends membership; default action threshold is all other members unless documents differ. Separately, after a member assigns the entire interest, all members who have not assigned may remove that assignor unless documents differ (§§ 53-19-17(B)(2), -38(A)(3)) |
No ordinary judicial member-expulsion route or grounds list. On application by or for a member, court may instead dissolve the LLC when carrying on under its articles/OA is not reasonably practicable (§ 53-19-40) |
Unless documents differ or all members consent in writing to continuation: listed voluntary/involuntary insolvency events; individual death or incompetency; trust termination; LLC/partnership dissolution and winding up; corporate dissolution/revocation with 90-day reinstatement period; and estate's full-interest distribution. Assignment ends status only on assignee admission or specified removal; no separate member-level merger/conversion/foreclosure event (§§ 53-19-33 to -38) |
Completed dissociation ends member voting, management/control, and statutory information demand. A rightful withdrawal also ends distribution/capital-return participation after its effective date. Act states no automatic end to a separately held manager office or general postexit-duty cutoff (§§ 53-19-15 to -16, -37(C), -38(D)) |
Documents control. If silent and no winding up, dissociating member gets fair market value of the LLC interest within a reasonable time; rightful voluntary withdrawal has the same default. Other dissociation may leave an LLC interest depending on circumstances (§§ 53-19-24, -37(C), -38(D)) |
Assignment alone does not release member liability; written contribution promise ordinarily survives death/disability. LLC keeps current/former roster and prior OAs; former member loses statutory demand right. No event-driven exit filing. Member dissociation no longer independently dissolves LLC; dissolution follows documents, majority written consent, or decree (§§ 53-19-19, -21, -32, -38 to -41) |
| New York verified 2026-08-30 | New York Limited Liability Company Law arts. 5-7 and 11; ordinary domestic LLC withdrawal, complete-assignment status exit, death/incapacity representation, payout, records, and dissolution boundaries. Act does not use a revised-uniform dissociation article or general expulsion event list (§§ 509, 603, 606, 608, 702, 1102) |
Members must adopt written operating agreement, which may govern member rights, powers, limitations, responsibilities, withdrawal timing/events, payout, assignment, and any agreement-based status exit if consistent with law/articles. Current § 606 makes agreement controlling; articles supply no independent withdrawal/expulsion route (§§ 417, 509, 603, 606) |
Modern default: withdrawal only at agreement-specified time/event and according to agreement; otherwise no pre-winding-up withdrawal. Current § 606(b) preserves former rule for LLCs with original articles effective before subdivision's effective date: two-thirds-in-interest remaining-member consent, or absent consent ≥6 months' written LLC notice if agreement neither provides otherwise nor prohibits (§ 606; Matter of Jacobs) |
No general statutory 'wrongful dissociation' category, causation-based damages rule, or automatic post-exit release in ordinary LLC Law. Agreement and other contract/duty/remedy law control without a survey prediction. Former-rule notice validity and payout can still be governed by agreement (§§ 417, 509, 606) |
LLC Law art. 6 states no general unanimous-other-member expulsion list or default majority/no-cause expulsion route. Written operating agreement may regulate member rights, limitations, responsibilities, and status-exit terms if lawful; this survey does not infer an expulsion power from ordinary voting rules (§§ 417, 606; art. 6 index) |
Ordinary LLC Law states no judicial member-expulsion applicant or materially-adverse-conduct/material-breach/not-reasonably-practicable continuation grounds. Section 702 instead permits judicial dissolution when business cannot reasonably practicably continue in conformity with articles/agreement; dissolution is not member expulsion (§§ 606, 702; art. 6 index) |
No general uniform-act automatic dissociation list for bankruptcy, entity termination, or transactions. Complete assignment ends membership. On natural-person death/incompetence, representative may exercise all member rights for estate/property administration; dissolved/terminated entity's representative/successor may exercise its powers (§§ 603(a)(4), 608) |
Complete assignor ceases membership and all member rights/powers; assignee receives no management/member rights absent admission. Withdrawal consequences follow governing agreement and applicable law; ordinary statute states no general future-duty cutoff, separate manager-office rule, or authority filing for former members (§§ 417, 603, 606) |
On withdrawal, agreement controls distributions; if silent, withdrawing member receives within reasonable time fair value as of withdrawal based on distribution-sharing right. Complete assignment gives assignee distributions and profit/loss allocations only, absent admission. No automatic forfeiture; valuation method beyond statutory measure is unstated (§§ 509, 603) |
Statute states no general withdrawal-based release, former-member inspection right, or immediate public status-exit filing. Member inspection under § 1102 ends with member status unless agreement/other law provides otherwise; assignee's default rights are economic only. Judicial dissolution and its 30-day order filing remain separate (§§ 603, 606, 702, 1102) |
| North Carolina verified 2026-08-30 | North Carolina Limited Liability Company Act, N.C. Gen. Stat. ch. 57D; ordinary domestic LLC membership ceases as the operating agreement or § 57D-3-02 provides. Member, manager, economic-interest owner, special economic-interest owner, and company official remain distinct (§§ 57D-1-02 to -03, 57D-3-02) |
Operating agreement governs internal rights/duties and may supplant most statutory defaults; articles are deemed part of it. It may define withdrawal, expulsion, and economic consequences, but cannot displace specified government/court functions, nonparty protections, or protected member information/dissolution remedies (§§ 57D-1-03(23), 57D-2-30) |
No general express-will withdrawal or notice route. Membership ceases on complete economic-interest transfer/abandonment or abandonment of all noneconomic ownership rights while retaining all or part of the economic interest. Section states no writing, recipient, advance period, acceptance, or effective-date rule; agreement may add one (§§ 57D-2-30, 57D-3-02(a)(3)-(4)) |
Chapter 57D states no general 'wrongful dissociation' category or causation-based exit-damages formula. Agreement, agency, contract, and other law may govern breach/remedies; specified contribution, wrongful-distribution, and post-dissolution-distribution exposure survives statutory cessation (§§ 57D-2-30(e), 57D-3-02(d), 57D-4-02, 57D-4-06, 57D-6-12(a)(2)) |
Operating agreement may define status-exit or expulsion events. Article 3 supplies no default unanimous-other-member, majority, no-cause, illegality, complete-transfer, or entity-status expulsion vote; all-member approval to adopt/amend the agreement is not itself an expulsion provision (§§ 57D-2-30, 57D-3-02 to -03) |
No ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds. A member may instead seek LLC dissolution for impracticability under the agreement/Act or necessity to protect member rights; death/incapacity special economic owners keep that standing unless expressly waived (§§ 57D-3-02(c)(3), 57D-6-02) |
Automatic cessation on debtor-in-bankruptcy status, creditor assignment, specified general receiver/trustee/receiver/liquidator appointment, individual death or adjudicated incompetence, complete economic-interest transfer/abandonment, or abandonment of noneconomic rights. Section states no separate trust-distribution, entity-dissolution, merger, conversion, domestication, or foreclosure event (§§ 57D-1-03(8), (34), 57D-3-02(a)) |
Cessation ends the person's member status and ownership-interest governance rights. A member-manager's manager service also ends; manager duties attach to that office. Act states no general former-member future-duty cutoff or separate agency/contract consequence beyond those status rules (§§ 57D-1-03(21), (25), 57D-3-20 to -21) |
Insolvency-event former member becomes an economic-interest owner; death/incapacity creates a special economic-interest owner; abandonment may retain all/part economics; complete transfer gives transferee economics without member rights. No automatic buyout, redemption, fair-value payment, forfeiture, or distribution appears (§§ 57D-3-02(b)-(c), 57D-5-02) |
Specified contribution, wrongful-distribution, and post-dissolution-distribution liabilities survive. Death/incapacity special economic owner retains § 57D-3-04 information rights and dissolution standing; internal owner list records status-change dates. Section states no immediate public cessation filing. No members for 90 days triggers dissolution unless a replacement is admitted (§§ 57D-3-02(c)-(d), 57D-3-04(a)(3), 57D-6-01(3)) |
| North Dakota verified 2026-08-30 | North Dakota Uniform LLC Act, N.D.C.C. ch. 10-32.1; ordinary domestic LLC. Covers express will, agreement/consent/court expulsion, personal and member-managed insolvency events, transactions, and consequences; member, manager, governor, and transferee remain distinct (§§ 10-32.1-01 to -02, -47 to -49) |
OA governs member/company relations and may define exit events, expulsion, breach, and postexit obligations. Express-will notice still triggers statutory dissociation; OA may not unreasonably restrict § 10-32.1-42 information rights or vary listed court/winding-up and outsider floors (§§ 10-32.1-13, -15, -47 to -48) |
Member has power to dissociate at any time, rightfully or wrongfully. Company receipt of express will ends status then or on member's stated later date. No statutory writing, signature, advance period, acceptance, or consent condition; any pretermination express-will exit is wrongful unless OA changes the default (§§ 10-32.1-47(1)-(2), -48(1)) |
Wrongful for express OA breach or, before company termination, express will, judicial expulsion, member-managed bankruptcy, or specified willful entity dissolution/termination. Person owes LLC and, subject to derivative-action rule, other members caused damages plus other debts/obligations/liability (§ 10-32.1-47(2)-(3)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; full transferable-interest transfer excluding security/unforeclosed charge; uncured corporate status after 90 days; or dissolved, winding-up LLC/partnership. Transfer alone otherwise does not dissociate (§§ 10-32.1-44(1), -48(2)-(4)) |
Only LLC is statutory applicant. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 10-32.1-41 duty breach; or company-related conduct making continuation with person not reasonably practicable. Act states no member-filed route here (§ 10-32.1-48(5)) |
Individual death; in member-managed LLC only, guardian/general-conservator appointment, incapacity order, bankruptcy, creditor assignment, or consensual fiduciary appointment. Also trust/estate full-interest distribution, specified entity termination, qualifying merger, conversion, qualifying domestication, or company termination (§ 10-32.1-48(6)-(14)) |
Member management/voting end; future member-managed fiduciary duties end. Member status alone never creates agency. Dissociation removes a dual-role manager and disqualifies a dual-role governor; separate statement-of-authority effects still require review (§§ 10-32.1-23 to -24, -39(3)(f), (4)(b), -49(1)) |
Dissociation creates no automatic buyout, redemption, fair-value payment, forfeiture, or distribution. Former member owns retained transferable interest solely as transferee and receives associated distributions without governance; OA governs company/member obligations to dissociated person (§§ 10-32.1-15(2), -30, -43 to -44, -49(1)(c)) |
Prior member debts/obligations/liability remain. Ten-day record demand gives good-faith access to membership-period information subject to member-like purpose/particularity rules. No dissociation-specific state filing; authority filings remain separate. Dissociation alone does not dissolve LLC; zero-member, consent, agreement, and court routes govern (§§ 10-32.1-02(18), -24 to -25, -42(3)-(7), -49(2), -50) |
| Oklahoma verified 2026-08-30 | Oklahoma Limited Liability Company Act, 18 O.S. §§ 2000 et seq.; uses ‘withdrawal,’ ‘cessation,’ ‘dissociated member,’ assignee, and expulsion. Member combines ownership with statutory/agreement rights; capital interest is the economic component (§§ 2001(5), (18)-(20), 2012.2(D), 2036) |
Operating agreement governs member/LLC relations and obligations to an assignee or dissociated member; § 2036 makes withdrawal right, assignee result, and expulsion agreement-controlled. Agreement cannot vary rights/duties the Act specifically makes mandatory, including expulsion’s reasonable-buyout requirement (§§ 2012.2(A)-(D), 2036) |
Member has power to withdraw anytime, rightfully or wrongfully; right exists only if agreement specifically grants it. § 2036 states no advance-notice, acceptance, consent, or public-filing condition. Member-managed management resignation follows agreement or notice to LLC, ends member rights/duties by default, and is statutorily wrongful (§§ 2015(B), 2036(A)) |
Withdrawal is wrongful if agreement does not specifically grant right or member resigns member-managed management duties. It breaches agreement; LLC may recover damages, including reasonable replacement-service cost, offset distributions, and pursue agreement/other-law remedies (§§ 2015(B), 2036(A)) |
Operating agreement may authorize expulsion with or without cause but must reasonably provide for capital-interest buyout. No default majority, unanimous-other-member, illegality, or no-cause statutory vote. Nonassignors may separately remove a member after full capital-interest assignment (§§ 2033(A)(4), 2036(D)) |
No ordinary judicial member-expulsion procedure or applicant/grounds list in the Act. Judicial dissolution is a separate LLC-level remedy; disputed agreement expulsion, buyout reasonableness, breach, and remedies require independent analysis (§§ 2036(D), 2038) |
Individual death/incapacity gives personal representative assignee rights; dissolved/terminated entity member’s powers may be exercised by its representative. Sole-member death/dissolution/incapacity instead makes representative accede to full member rights/duties. Full assignment alone does not end status until assignee admission or nonassignor removal; no bankruptcy, merger, conversion, or domestication event listed (§§ 2033(A)(4), 2035(D), 2036(B)-(C)) |
Withdrawn member is assignee by default and loses member governance. Member-managed management resignation expressly ends member rights/duties but preserves profit/loss allocations and contribution commitments. Agreement governs obligations to dissociated member. Separately held designated-manager office has its own removal/resignation rule (§§ 2012.2(D), 2014, 2015(B), 2033(A)(2), 2036(A)) |
Withdrawn member becomes assignee unless agreement differs: assigned economics include profits/losses, distributions, and tax-item allocations, without member powers. Voluntary withdrawal has no automatic buyout; agreement expulsion must reasonably provide one. Sole-member representative takes full interest/status (§§ 2033(A)(2)-(3), 2036(A), (C)-(D)) |
Contribution commitment survives member-managed resignation and death/disability by default; assignment/admission does not release assignor’s contribution/wrongful-distribution liability. Inspection belongs to current member; LLC keeps current/past lists. No dedicated exit filing. No members triggers dissolution unless a retroactive agreement/representative admission occurs within 90 days or agreement period (§§ 2015(B), 2021, 2024, 2033(A)(6), 2035(C), 2037(A)(4)) |
| Oregon verified 2026-08-30 | Oregon Limited Liability Company Act, ORS ch. 63; uses ‘withdrawal,’ ‘expulsion,’ and ‘cessation of membership.’ Member status includes ownership plus member rights/obligations and excludes an unadmitted assignee (§§ 63.001(21), 63.205, 63.209, 63.265, 63.951) |
Articles or operating agreement may regulate withdrawal, breach consequences, expulsion, and cessation events; articles control over a conflicting agreement. They may expressly eliminate or limit voluntary-withdrawal power and may displace the judicial-expulsion route. Chapter states no general nonwaivable exit list (§§ 63.057, 63.205, 63.209, 63.265) |
At a governing-document time/event, or on at least 6 months’ prior written notice to LLC unless articles/agreement expressly deny, limit, or condition the power. No statutory acceptance or public filing; definite-term/undertaking early withdrawal is breach absent a different document rule (§ 63.205) |
No ‘wrongful dissociation’ label. Agreement/articles breach permits LLC damages caused by breach plus offset against amounts otherwise payable; early exit from definite term/undertaking is breach by default. Expulsion preserves damages/remedies and offset (§§ 63.205(2)-(3), 63.209(2)) |
Expulsion may follow a written articles/agreement provision. Chapter states no default majority, unanimous-other-member, illegality, complete-transfer, or no-cause expulsion vote; entire-interest assignment is a separate cessation event (§§ 63.209(1)(a), 63.265(1)) |
Unless articles/agreement provide otherwise in writing, any member may apply. Court must find materially adverse wrongful conduct, or willful/persistent material governing-document breach or other duty breach making continued business not reasonably practicable (§ 63.209(1)(b)) |
Unless articles/agreement differ: death, adjudicated incompetency, bankruptcy, member dissolution, withdrawal, expulsion, or entire-interest assignment ends membership. ‘Bankruptcy’ includes creditor assignment, voluntary case/insolvency, listed relief filings and admissions, consensual receiver/trustee events, 120-day undismissed involuntary case, and 90-day nonconsensual appointment/post-stay events (§§ 63.001(3), (15), 63.265) |
Former interest holder becomes assignee and loses voting, management, and other member rights. Cessation alone does not state that a separately held manager office ends; manager removal follows its own rule. Chapter states no general postexit-duty cutoff, and assignment expressly preserves duties that may continue (§§ 63.130(2)(c), 63.249(3), (5), 63.265) |
Former interest holder becomes assignee, retaining distributions and profit/loss allocations but no other member rights. Exit provisions create no automatic buyout, redemption, fair-value payment, forfeiture, or payment deadline; only-member holder instead becomes member simultaneously (§§ 63.249(3), 63.265(2)) |
Assignment does not release prior member liability; contribution promise can survive death/disability, and exit damages/offsets remain. Inspection belongs to current members; LLC keeps past/present member/manager list. No dedicated exit filing; annual-report data may be updated. No members causes dissolution, but sole-member holder’s simultaneous admission prevents that gap (§§ 63.180, 63.249(5), 63.265(2), 63.621(4), 63.771, 63.787(5)) |
| Pennsylvania verified 2026-08-30 | Pennsylvania Uniform LLC Act of 2016, 15 Pa.C.S. ch. 88, subch. F; ordinary domestic LLC exit by express will, agreement, foreclosure, unanimous consent, judicial order, personal/insolvency/entity events, transactions, or completed winding up. Member, manager, transferee, and guardian remain distinct (§§ 8811-.8812, 8861-.8863) |
Operating agreement governs internal relations, member/manager rights and duties, and activity within § 8815's floors; may state dissociation events and expulsion. Act states power to dissociate at any time and makes agreement breach wrongful. Certificate cannot replace a prohibited agreement term or create an independent ordinary exit route (§§ 8815-.8817, 8861(2), (4), 8862) |
Power to dissociate at any time, rightfully or wrongfully, by express will. Exit occurs when LLC knows or has notice, or on member's specified later date. Act states no universal writing, signature, advance period, acceptance, company-consent, or public-filing condition; pre-winding-up express withdrawal is wrongful (§§ 8861(1), 8862(a)-(b)) |
Wrongful if agreement breach, or before winding-up completion by express withdrawal, judicial expulsion, member-managed bankruptcy/creditor-assignment/receiver event, or willful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, plus other debt/obligation/liability (§ 8862(b)-(c)) |
Agreement event or agreement-based expulsion causes dissociation. Other members may unanimously expel only for illegality; complete transfer excluding security/unforeclosed charging order; uncured entity dissolution/charter/suspension after 90-day notice; or dissolved, winding-up unincorporated entity (§ 8861(2), (4)-(5)) |
LLC or member in direct action may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material agreement or duty breach; or activity-related conduct making continuation with person not reasonably practicable. Section states no special filing form, notice clock, or damages formula (§ 8861(6)) |
Events include foreclosure; individual death; member-managed guardian appointment or incapacity order; member-managed bankruptcy/creditor assignment/trustee-receiver-liquidator event; trust/estate full-interest distribution; nonindividual termination; merger, interest exchange, conversion, division, or domestication event; and completed winding up (§ 8861(3), (7)-(17)) |
All member rights end; member-managed duties/obligations end only for post-exit matters/events. Dissociation removes a member-manager; ending manager office alone does not dissociate membership. Chapter 88 states no automatic cancellation of a separate authority certificate merely from member dissociation (§§ 8847(c)(5), 8863(a)) |
Immediately pre-exit transferable interest becomes solely transferee-owned, subject to distribution, personal-representative, and entity-transaction rules. Transferee gets distributions but no management or ordinary information. Chapter 88 creates no automatic dissociation buyout, redemption, fair-value payment, forfeiture, or dissolution (§§ 8852, 8863(a)(3)) |
Dissociation does not itself release prior debt/obligation/liability. Within 10 days after record-demand receipt, former member may access good-faith, purpose-connected membership-period information; inspection enforcement is available. Subchapter F states no immediate public dissociation filing. Authority certificates, annual reports, dissolution, and transaction filings remain separate (§§ 8850(c)-(i), 8863(b)) |
| Rhode Island verified 2026-08-30 | Current Rhode Island LLC Act, R.I. Gen. Laws ch. 7-16, through Dec. 31, 2027; ordinary domestic LLC. Uses withdrawal, assignment-ending membership, estate powers, and member-event dissolution rather than a dissociation part. Replacement ch. 7-16.1 effective Jan. 1, 2028 (§§ 7-16-2, -28 to -29, -35 to -40; 2026 P.L. ch. 247) |
Written OA/articles may change assignment and withdrawal-distribution effects and define dissolution events; current Act recognizes written/oral OA generally but requires writing for these exit consequences. It states no comprehensive nonwaivable member-status framework; manager duties, contribution/distribution liability, public filings, and court dissolution remain statutory (§§ 7-16-2(23), -17, -25, -29, -35, -39) |
Current Act recognizes withdrawal but states no general power/right, notice form, recipient, advance period, effective-time trigger, acceptance, consent, or filing procedure. OA must supply the route; § 7-16-29 governs economics only after withdrawal (§§ 7-16-28 to -29) |
No current wrongful-dissociation category or general exit-damages formula. If withdrawal violates OA, company may subtract recoverable damages from continuing/wind-up distributions; contribution and wrongful-distribution liabilities separately survive assignment (§§ 7-16-25, -29, -32, -36(d)) |
Current Act mentions expulsion as a possible member-ending event for dissolution but states no default majority, unanimous-other-member, illegality, transfer, or no-cause expulsion route. Any authority/process must come from OA/articles and other law; do not infer expulsion power from general voting (§§ 7-16-21, -39(4)-(5)) |
No current ordinary judicial member-expulsion statute or grounds list. On application by/on behalf of member, superior court may instead dissolve LLC when continuing under articles/OA is not reasonably practicable (§ 7-16-40) |
Death/incapacity gives representative all member rights for estate/property administration; dissolved/terminated entity's representative or successor exercises member powers. Current Act treats death, withdrawal, expulsion, bankruptcy, dissolution, and other membership-ending events as dissolution triggers/boundaries but does not itself state that death/incapacity/entity termination automatically ends member status. Complete assignment does (§§ 7-16-35, -38 to -39) |
Complete assignment ends all member rights/powers; withdrawal leaves assignee distribution rights. Current Act states no general postexit-duty cutoff or automatic end to separately held manager office. Manager status, authority, duties, and manager-of-record amendment remain separate (§§ 7-16-12, -17, -20, -29, -35) |
Written OA controls. Default withdrawal creates no distribution by reason of exit; withdrawn member/legal successors/assigns have assignee rights to continuing and wind-up distributions, less agreement-violation damages. No fair-value buyout/redemption/payment deadline. Full assignment transfers distributions and ends membership; assignee admission remains separate (§§ 7-16-29, -35 to -36) |
Assignor retains contribution/improper-distribution liability. Statutory records/information right belongs to current member; no former-member route. No ordinary exit filing or annual-report owner roster; manager-of-record changes require articles amendment. Member-ending event can lead to dissolution unless documents differ; last-member event has 90-day written rescue (§§ 7-16-12, -22, -36(d), -39, -66) |
| South Carolina verified 2026-08-30 | South Carolina Uniform Limited Liability Company Act of 1996, Title 33 ch. 44, Articles 6-7; ordinary domestic LLC member status, with materially different at-will and term-company economics. Member, manager, transferee, and winding-up actor remain distinct (§§ 33-44-101, -601 to -704) |
Agreement may eliminate express-will power, define dissociation events/expulsion, and fix purchase price/terms. It cannot vary the § 33-44-601(6) judicial-expulsion right. Articles identify term-company status and may carry agreement-type terms, but § 33-44-103(b) remains nonwaivable (§§ 33-44-103, -203, -602, -701(c)) |
Default power—unless agreement eliminates it—to dissociate anytime, rightfully or wrongfully, by express will. Company notice makes exit effective on the notice date or member’s specified later date; statutory notice may be actual or duly delivered. No universal writing, signature, advance period, acceptance, or consent condition (§§ 33-44-102, -601(1), -602(a)) |
If agreement has not eliminated power: wrongful for express agreement breach or, before a term expires, express withdrawal, judicial expulsion, bankruptcy, or specified willful entity dissolution/termination. Member owes company and other members resulting damages plus other obligations; company damages offset later distributions if no wind-up (§ 33-44-602) |
Agreement event or agreement expulsion causes exit; full distributional-interest transfer also automatically dissociates. Other members may unanimously expel only for illegality, substantially-all transfer (security/unforeclosed-charge exceptions), uncured corporate status after 90 days, or dissolved partnership/LLC winding up (§ 33-44-601(2)-(5)) |
Company or another member may apply. Court grounds: wrongful conduct adversely and materially affecting business; willful/persistent material agreement or § 33-44-409 duty breach; or business-related conduct making continuation with the member not reasonably practicable. Agreement cannot vary this right (§§ 33-44-103(b)(5), -601(6)) |
Events include bankruptcy, creditor assignment, consensual receiver/liquidator, uncured involuntary appointment after 90 days; individual death, guardian/general conservator, or judicial incapacity; full trust/estate distribution; and residual entity termination. § 33-44-601 lists no LLC merger, conversion, domestication, or company-termination event; separate transaction plans govern converted interests (§§ 33-44-601(7)-(11), -904, -908) |
Member management ends, subject to the § 33-44-803 winding-up boundary. Competition duty ends; other loyalty/care duties continue only for preexit matters unless the person winds up. A member-managed former member can still bind the LLC for 2 years under strict third-party conditions; filed statement gives deemed notice after 90 days (§§ 33-44-603(3)-(5), -703 to -704) |
At-will company generally must buy the interest at dissociation-date fair value if no wind-up. Term-company purchase generally waits until the original term expires, unless earlier wind-up sends economics to Article 8. Offer due in 30 days; absent agreement after 120 days, former member has another 120 days to sue; agreement price/terms and offsets can control (§§ 33-44-603(1)-(2), -701 to -702) |
Dissociation provisions grant no general prior-obligation release; amounts owing offset the purchase, while status alone does not create company-debt liability. Former member gets proper-purpose access to membership-period records. Statement of dissociation is optional; dissolution/winding up and transaction conversion remain separate (§§ 33-44-303, -408, -701(f), -704, -801 to -803) |
| South Dakota verified 2026-08-30 | South Dakota Uniform LLC Act, SDCL ch. 47-34A; ordinary domestic LLC. Covers notice, agreement, full distributional-interest transfer, consent/court expulsion, insolvency, death/incapacity, trust/estate distribution, entity termination, and consequences; member/transferee/manager remain distinct (§§ 47-34A-101, -601 to -603) |
OA may eliminate express-will dissociation power and controls agreement events/expulsion and many effects. It cannot vary § 47-34A-601(6) expulsion, eliminate loyalty/good faith, vary specified winding-up rules, or impair protected outsiders; information/care/other duties may change only if not manifestly unreasonable (§§ 47-34A-103, -602) |
Unless OA eliminates power, member may dissociate any time rightfully or wrongfully. LLC notice ends status on notice date or member's stated later date. No universal writing, signature, advance period, acceptance, or consent condition (§§ 47-34A-601(1), -602(a)) |
If power remains: wrongful for OA breach or, before articles-stated term expires, express withdrawal, judicial expulsion, bankruptcy, or specified nontrust/nonestate/nonindividual willful dissolution/termination. Caused damages run to LLC/members in addition to other obligations (§ 47-34A-602(b)-(c)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; substantially-all distributional-interest transfer excluding security/unforeclosed charge; uncured corporate dissolution/charter/suspension after 90 days; or dissolved, winding-up entity. Entire economic transfer independently dissociates (§ 47-34A-601(2)-(5)) |
LLC or another member may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 47-34A-409 duty breach; or company-business conduct making continuation with member not reasonably practicable. OA cannot vary route (§§ 47-34A-103(b)(3), -601(6)) |
Bankruptcy, creditor assignment, consensual fiduciary appointment, or uncured nonconsensual appointment after 90-day/post-stay periods; individual death, guardian/general-conservator appointment, or incapacity determination; trust/estate full-rights distribution; qualifying entity termination. No separate merger/conversion/domestication/interest-exchange event (§ 47-34A-601(7)-(11)) |
Member status, management, and member-status agency end; former member becomes transferee. Noncompetition loyalty ends; other loyalty/care continue only for preexit matters. Act states no automatic end to separately held manager office; agreement/public form and authority remain separate (§§ 47-34A-301, -409, -603(b)) |
Dissociation creates no automatic buyout, redemption, fair-value payment, or forfeiture. Former member is treated as transferee and receives distributions attached to retained distributional interest, without management. Full transfer moves distributions; agreement/admission control other economics (§§ 47-34A-502 to -503, -603(b)(1)) |
Dissociation does not release transferor/prior obligations. Former member keeps proper-purpose membership-period records access; transferee alone has none. No event-driven exit filing/owner report. Dissociation never itself dissolves LLC; agreement/consent/illegality/judicial routes govern (§§ 47-34A-408, -503(c)-(d), -603(a), -801) |
| Tennessee verified 2026-08-30 | Tennessee Revised LLC Act, ch. 249, governs post-12/31/2005 domestic LLCs and pre-2006 electors; nonelecting pre-2006 LLCs remain under Prior Act chs. 201-248. Ordinary status-exit rules are revised §§ 48-249-503 to -506 or legacy § 48-216-101; family LLC is a distinct revised branch (§§ 48-249-102(10), -1002) |
Revised LLC documents (articles + oral/written agreement) may negate both withdrawal right and power unless power expressly reserved, define events/expulsion, and set value/payment; family-LLC member has no power/right and listed events do not terminate. Prior Act articles/agreement may change withdrawal/value and articles control whether expulsion exists (§§ 48-249-503(b), -505 to -506; 48-216-101) |
Revised default: LLC's receipt of member's written express-will notice ends status on notice date or stated later date, subject to documents negating power/right and family-LLC absolute bar; attempted powerless exit is void. Prior Act generally gives power, not necessarily right, to withdraw anytime, subject to narrow pre-7/1/1999 branch (§§ 48-249-503(a)(1), (b); 48-216-101(a)) |
Revised termination contrary to documents forfeits all governance, makes member liable to all members, holders, and LLC for resulting damages, and permits offset of damages/other amounts against LLC payments. Prior Act wrongful withdrawal similarly forfeits governance, includes foregone-profit damages, and permits offset (§§ 48-249-504; 48-216-101(a), (d)) |
Revised: documents may expel; unanimous eligible other members may expel only for illegality, uncured corporation/LLC dissolution-charter-status after 90-day notice, or dissolved/winding-up general/limited partnership. Full financial-right transfer independently terminates unless security/charging-order/family exception. Prior Act member may not be expelled unless articles provide otherwise (§§ 48-249-503(a)(3)-(5), (b)(2); 48-216-101(b)) |
Revised LLC or another member may apply; grounds are materially adverse wrongful conduct, willful/persistent material LLC-document or § 48-249-403 duty breach, or conduct making continuation with member not reasonably practicable. Prior Act § 48-216-101 supplies no ordinary judicial-expulsion route; entity dissolution remains separate (§§ 48-249-503(a)(6), -617) |
Revised list: voluntary/uncured 90-day bankruptcy/creditor/fiduciary events; individual death, personal-representative appointment, incapacity; trust/estate/custodian financial-right transfers with stated exceptions; and non-estate/nontrust entity termination. Family LLC blocks these listed events. No separate merger/conversion/domestication event. Prior Act uses § 48-245-101 event architecture (§§ 48-249-503(a)(7)-(12), (b)(2); 48-216-101(a)) |
Revised continued LLC: ordinary terminated member loses governance and becomes holder; death/representative event suspends governance pending purchase options or automatic representative admission; noncontinued LLC generally preserves winding-up governance unless wrongful. Manager office is separate. Revised Act states no general future-duty cutoff. Prior Act continued LLC also shifts former member to assignee economics (§§ 48-249-505(a)-(b); 48-216-101(c)-(d)) |
Revised continued LLC generally buys terminated interest at fair value, except full financial transfer and trust/estate/custodian transfers; documents govern, LLC communicates value/terms in 30 days, 120-day negotiation then 120-day filing window. Death/representative has paired 60-day options. Prior Act continued LLC pays lesser of going-concern or liquidation fair market value, generally within 6 months after amount determined, subject to documents (§§ 48-249-505 to -506; 48-216-101(e)-(h)) |
Revised former member gets proper-purpose period records on 5-business-day written notice; holder has tax-information access and ownership statement. Termination ordinarily does not dissolve; last-member dissolution requires document trigger + timely filing, otherwise representative/other designated person substitutes. Transferor liabilities and wrongful-exit damages survive; no ordinary public member-exit filing. Prior Act liability/value rules remain separate (§§ 48-249-308, -502, -504, -601; 48-216-101) |
| Texas verified 2026-08-30 | Texas Business Organizations Code Chapters 1, 11, and 101; ordinary domestic LLC member withdrawal/expulsion defaults, company-agreement variation, withdrawal distribution, assignment/death economics, records, and last-member winding-up boundary. Texas does not use a general Article 6 dissociation scheme (§§ 101.052-.054, .107, .205; 11.056) |
Company agreement governs member/manager/assignee/company relations and may waive or modify applicable Chapter 101 rules except § 101.054's protected list. Section 101.107 is not on that list, so agreement may create withdrawal/expulsion terms. Certificate supplies no independent ordinary status-exit route (§§ 101.052-.054, .107) |
Default: member may not withdraw. If company agreement grants a right, its conditions control; § 101.205 recognizes a valid exercise and withdrawal date but states no universal notice form, recipient, advance period, acceptance, or later-date rule (§§ 101.052, .107, .205) |
No general statutory 'wrongful dissociation' category, causation-based damages rule, or post-exit release in Chapter 101. Agreement and other applicable contract/duty/remedy law control without a survey prediction; assignment separately does not release assignor's company liability (§§ 101.052, .107, .111, .205) |
Default: member may not be expelled. Company agreement may waive/modify that default and state an expulsion event, actor, vote, cause, notice, or consequence. Code states no default unanimous-other-member expulsion list and no general majority/no-cause route (§§ 101.052-.054, .107) |
Chapter 101 states no ordinary judicial member-expulsion applicant or wrongful-conduct/material-breach/not-reasonably-practicable grounds. Judicial winding up under Chapter 11 is a separate entity remedy, not authority to rewrite the default as member expulsion (§§ 101.107, 11.051) |
No general automatic dissociation list for death, incapacity, bankruptcy, entity termination, or transactions. On death, spouse/heir/devisee/personal representative/other successor is assignee to extent of inherited interest; purchase/sale agreement remains effective. Last-member membership termination has separate company-continuation rules (§§ 101.1115, 11.056) |
Because default withdrawal/expulsion is prohibited, Code supplies no general post-dissociation management, voting, agency, manager-office, or future-duty rule. Valid agreement-based status exit follows the agreement and other applicable law. Economic assignment alone gives assignee no member management and leaves assignor a member until assignee admission (§§ 101.052, .107-.111) |
Valid exercise of agreement-granted withdrawal right: fair value of member's interest as of withdrawal date, payable within reasonable time; agreement may vary § 101.205 and statutory distribution limit applies. Death successors are assignees; ordinary assignment transfers allocations/distributions and records rights, not membership/management (§§ 101.108-.1115, .205-.206) |
No general withdrawal-based release or former-member information rule. Assignee has proper-purpose records rights; LLC keeps current member interests/classes and admission dates. Ordinary status-exit sections state no immediate SOS dissociation filing. Last-member membership termination requires winding up unless continued within 1 year or agreement period under § 11.056 (§§ 101.501-.502, 11.056) |
| Utah verified 2026-10-01 | Utah Revised Uniform LLC Act, Title 16 ch. 20; ordinary domestic LLC withdrawal, 16 event categories, status/economic effects and memberless dissolution (§§ 16-20-601 to -603, -701) |
Agreement governs internal relations and may set exit/expulsion events and obligations to a former member; later amendment cannot impose new liability on former member. Statutory filing, duty/good-faith, information/action, dissolution and nonparty floors remain (§§ 16-20-107, -109) |
Power to leave anytime, rightfully or wrongfully, by express will. Dissociation when LLC has notice or on member’s stated later date; no statutory acceptance or advance-period condition. Pre-wind-up express exit wrongful by default (§§ 16-20-601(1)-(2), -602(1)) |
Wrongful if express agreement breach or specified pre-wind-up event: express withdrawal, judicial expulsion, member-managed insolvency event, or willful qualifying entity dissolution/termination. Damages caused owed to LLC and, subject to direct-action rule, other members, plus other liability (§ 16-20-601(2)-(3)) |
Agreement event/expulsion causes exit. Unanimous-other-member route only for illegality; complete transfer except security/unforeclosed charging order; corporation defect uncured 90 days after notice; or dissolved/winding unincorporated entity. Sole-member charging-order foreclosure separately dissociates (§§ 16-20-503(6), -602(2)-(5)) |
LLC or member in direct action may apply for judicial expulsion: materially adverse wrongful conduct, willful/persistent material agreement or § 16-20-409 breach, or company-related conduct making continuation not reasonably practicable (§ 16-20-602(6)) |
Death; member-managed guardian/conservator/court incapacity and bankruptcy/creditor-assignment/receiver events; trust/estate whole-interest distribution; entity termination; specified merger, exchange, conversion and domestication results; winding-up completion (§ 16-20-602(7)-(16)) |
Member governance ends; member-manager removed as manager. In member-managed LLC, § 16-20-409 duties end for postexit matters/events. Interest becomes transferee-only; ending manager office alone does not end membership (§§ 16-20-407(3)(e), -603(1)) |
Former member holds preexit transferable interest only as transferee; dissociation alone creates no interim distribution or automatic buyout. Separate oppression-dissolution proceeding has a purchase-election route (§§ 16-20-404(2), -603(1)(c), -702(1)) |
No discharge of incurred liability. Former member may demand preexit information on 10 days’ record notice with good faith and particularized related purpose. Certificate correction only if filed fact inaccurate; 90 memberless days cause dissolution unless qualifying transferees consent and a member joins (§§ 16-20-202(4), -410(3)-(4), -603(2), -701(3)) |
| Vermont verified 2026-08-30 | Vermont LLC Act, 11 V.S.A. ch. 25; ordinary domestic LLC. Uses complete membership termination and covers express will, agreement/consent/court expulsion, personal and member-managed insolvency events, transactions, sole-member foreclosure, and consequences (§§ 4001(7), 4081-4083) |
OA governs internal relations, events, expulsion, postexit obligations, and many effects; articles may also make exit wrongful. OA cannot unreasonably restrict § 4058 information rights or vary listed court/winding-up and outsider floors. Express-will notice remains a statutory status-exit trigger (§§ 4003, 4081-4082) |
Member has power to dissociate any time, rightfully or wrongfully. Company notice of express will ends status on notice date or member's stated later date. No universal writing, signature, advance period, acceptance, or consent condition (§§ 4081(1), 4082(a)) |
Wrongful for express OA or articles breach or, before company termination, express will, judicial expulsion, member-managed bankruptcy, or specified willful entity dissolution/termination. Person owes LLC and, subject to § 4131, other members caused damages plus other debts/obligations/liability (§ 4082(b)-(c)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; substantially-all distributional-interest transfer excluding security/unforeclosed charge; uncured corporate status after 90 days; or dissolved, winding-up LLC/partnership. Transfer alone otherwise does not dissociate (§§ 4072(a), 4081(2)-(4)) |
LLC or another member may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 4059 duty breach; or company-related conduct making continuation with person not reasonably practicable (§ 4081(5)) |
Individual death; in member-managed LLC only, guardian/general-conservator appointment, incapacity determination, bankruptcy, creditor assignment, consensual fiduciary appointment, or nonconsensual appointment uncured after 90 days/post-stay. Also trust/estate full-interest distribution, specified entity termination, merger, conversion, qualifying domestication, sole-member foreclosure, or any other complete membership termination (§§ 4074(g), 4081(6)-(14)) |
Member management/voting end; future member-managed fiduciary duties end. Dissociation automatically removes a dual-role manager; manager cessation alone does not end member status. Act states no separate member-status agency rule, so actual/other-law authority remains separate (§§ 4054(c)(5)-(6), 4083(a)) |
No automatic buyout, redemption, fair-value payment, forfeiture, or distribution. Former member owns retained distributional interest solely as transferee and receives associated distributions without governance; OA governs company/member obligations to dissociated person (§§ 4003(l), 4055(c), 4071-4073, 4083(a)(3)) |
Prior member debts/obligations/liability remain. Section 4058 ties access to membership-period rights and names dissociated persons in agent/restriction clauses but sets no separate postexit deadline; transferee status alone has no access. No dissociation-specific filing. Dissolution instead uses OA/consent, 90 no-member days, or court routes (§§ 4058, 4083(b), 4101) |
| Virginia verified 2026-08-30 | Virginia Limited Liability Company Act, Va. Code Title 13.1, ch. 12; ordinary domestic LLC member resignation, expulsion, automatic events, and consequences under §§ 13.1-1040.1 to -1040.2. Member, manager, assignee, and economic membership interest remain distinct (§§ 13.1-1000, -1002, -1039 to -1040.2) |
Articles or operating agreement may override statutory dissociation events/effects, define events/expulsion, and alter retained economics. Resignation permission must be in writing; agreement generally may be nonwritten unless documents require otherwise, but may not conflict with Commonwealth law or articles (§§ 13.1-1023, 13.1-1040.1 to -1040.2) |
Only to extent written articles/agreement provides resignation. LLC's notice of express will causes dissociation on member's stated later date or, if none, notice date. Act states no universal signer, delivery form, advance period, acceptance, or company-consent condition; governing writing supplies any added requirements (§ 13.1-1040.1(1)) |
Chapter 12 states no general 'wrongful dissociation' category, premature-exit schedule, or causation-based exit-damages formula. Judicial expulsion may use materially adverse wrongful conduct, but that is a ground rather than a wrongful-exit damages rule. Agreement/other law and surviving obligations remain separate (§§ 13.1-1023, 13.1-1027, 13.1-1036, 13.1-1040.1(5)) |
Articles/agreement event or expulsion causes dissociation. Other members may unanimously expel only when continuing with member is unlawful or member assigned/transferred all or substantially all membership interest, excluding security transfer or charging order. No default majority/no-cause route (§ 13.1-1040.1(2)-(4)) |
LLC or another member may apply. Grounds: materially adverse wrongful conduct; willful/persistent material articles/agreement breach; or activity-related conduct making continuation with member not reasonably practicable. Section states no special notice, hearing, filing, damages, or mandatory interest-sale remedy (§ 13.1-1040.1(5)) |
Defaults include bankruptcy/creditor assignment; consensual or uncured 90-day involuntary trustee-receiver-liquidator event; individual death, guardian/committee/conservator, or incapacity order; trust/estate full distribution excluding successor substitution; residual entity termination; 90-day uncured corporate-status notice; dissolved/winding-up partnership or LLC. No separate merger/conversion/domestication event (§ 13.1-1040.1(6)-(12)) |
Former member keeps only assignee-level economics, not member management. Member and manager status are separate: manager need not be member, and dissociation is not stated to end separately held manager office. Act states no general future-duty cutoff; participating-member manager duties and separate office/agency remain distinct (§§ 13.1-1024(B), 13.1-1024.1(D), 13.1-1039(A), 13.1-1040.2(A)) |
Unless documents provide otherwise, dissociation does not affect former member's membership interest; former member/successor holds it with assignee rights to assigned profits, losses, and distributions only. No automatic buyout, redemption, fair-value payment, forfeiture, or distribution (§§ 13.1-1002, 13.1-1039(A), 13.1-1040.2(A)) |
No general exit discharge; contribution obligations can survive death/disability and wrongful-distribution liability lasts two years. Statutory information belongs to members; no general former-member/assignee inspection or public dissociation filing. Last-member successor admission may relate back; dissociation does not dissolve LLC, and dissolution events exclude memberlessness (§§ 13.1-1027, -1028, -1036, -1038.1(A)(4), 13.1-1040.2(B), 13.1-1046) |
| Washington verified 2026-08-30 | Washington Limited Liability Company Act, RCW ch. 25.15, especially §§ 25.15.006(23) and 25.15.131; ordinary domestic LLC member withdrawal, removal, automatic events, and consequences. Member, manager, transferee, and transferable interest remain distinct (§§ 25.15.006, .131, .161, .251) |
LLC agreement governs member/company relations, may define member removal or other cessation events, classes/votes, and consequences; Act supplies defaults when silent. It cannot eliminate protected duty/liability floors, required records/reasonable information, court dissolution, specified filings/winding up, or outsider rights (§§ 25.15.018, .038, .121, .131(1)(c)-(d), .136) |
Member may withdraw anytime by written notice to LLC of intent to surrender all transferable interest and member rights. Effective on later of LLC receipt or notice's stated date. No advance period, company consent, acceptance, or separate public filing; withdrawn member/transferee has no payment right from LLC because of withdrawal (§§ 25.15.006(23), 25.15.131(1)(a), (2)) |
Chapter 25.15 states no general 'wrongful dissociation' category, premature-exit schedule, or causation-based exit-damages formula. Agreement/other law may govern breach; § 25.15.131 separately preserves pre-exit debt, obligation, and liability without creating wrongful-exit damages (§§ 25.15.018, 25.15.131(4)) |
Agreement-based removal or event causes dissociation. Other members may unanimously remove a corporation, LLC, general/limited partnership only for specified dissolution/suspension/revocation status uncured within 90 days after LLC notice. No default general majority, no-cause, illegality, or complete-transfer expulsion vote; full transferable-interest transfer independently dissociates (§§ 25.15.121(2)(f), 25.15.131(1)(b)-(e)) |
No ordinary judicial member-expulsion applicant or conduct/breach/continuation grounds in member-dissociation section. Member or manager may instead seek entity dissolution for impracticability under certificate/agreement or other equitable circumstances; that remedy is not member expulsion (§ 25.15.274) |
Events: death; full transferable-interest transfer; agreement removal/event; specified entity-status removal; broad voluntary insolvency/relief/receiver events; undismissed involuntary proceeding after 120 days or unvacated receiver after 90 days; and individual conservatorship order. Other members may waive insolvency/conservatorship dissociation at the time. No separate incapacity, trust/estate distribution, merger, conversion, or domestication event (§§ 25.15.121(2)(g), 25.15.131(1)) |
Member management ends; in member-managed LLC, member fiduciary duties end for post-dissociation matters/events. Member and manager capacities are separate, so dissociation is not stated to end separately held manager office. Death representative has specified transferee and estate-settlement records rights (§§ 25.15.131(3), (5), 25.15.154, 25.15.161) |
Voluntary withdrawal surrenders all transferable interest/member rights and creates no payment right. For other dissociation, any retained transferable interest becomes solely transferee economics; full transfer leaves economics with transferee. No automatic buyout, redemption, fair-value payment, or distribution; death representative has narrow overlay (§§ 25.15.006(21), (23), 25.15.131(2)-(3), (5), 25.15.251) |
Dissociation does not discharge prior liability. Good-faith former member may inspect principal-office records for membership/transferee period under particularity/direct-connection conditions; no prompt public dissociation filing. Last-member exit dissolves after 90 days unless transferees vote to admit member by deadline (§§ 25.15.131(4), 25.15.136(4)-(7), 25.15.265(4)) |
| West Virginia verified 2026-08-30 | West Virginia Uniform LLC Act, Chapter 31B; ordinary domestic at-will or term LLC. Covers notice, agreement, full transfer, expulsion, insolvency, death/incapacity, trust/estate distribution, and entity termination, with separate buyout/dissolution consequences (§§ 31B-1-101, 31B-6-601 to -603) |
OA may eliminate express-will dissociation power and controls agreement events, expulsion, valuation/terms, and continuation. It cannot vary § 31B-6-601(6) judicial expulsion, unreasonably restrict information, eliminate/tightly reduce listed duties, vary specified wind-up rules, or impair protected outsiders (§§ 31B-1-103, 31B-6-602, 31B-7-701(c)) |
Unless OA eliminates power, member may dissociate at any time rightfully or wrongfully. LLC notice ends status on notice date or member's stated later date. No universal writing, signature, advance period, acceptance, or consent rule (§§ 31B-6-601(1), -602(a)) |
If power remains: wrongful for OA breach or, before term-company term expires, express withdrawal, judicial expulsion, bankruptcy, or specified willful entity dissolution/termination. Caused damages run to LLC and members, add to other obligations, and offset later distributions/purchase price (§§ 31B-6-602(b)-(d), 31B-7-701(f)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; substantially-all distributional-interest transfer excluding security/unforeclosed charge; uncured corporate dissolution/charter/suspension after 90 days; or dissolved, winding-up partnership/LLC. Entire economic transfer independently dissociates (§ 31B-6-601(2)-(5)) |
LLC or another member may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 31B-4-409 duty breach; or company-business conduct making continuation with member not reasonably practicable. OA cannot vary this right (§§ 31B-1-103(b)(5), 31B-6-601(6)) |
Bankruptcy, creditor assignment, consensual fiduciary appointment, or uncured nonconsensual appointment after stated 90-day periods; individual death, guardian/general-conservator appointment, or incapacity order; trust/estate full-rights distribution; and qualifying entity termination. No separate merger/conversion/domestication/interest-exchange event in § 31B-6-601 (§ 31B-6-601(7)-(11)) |
Member status and management end; former member is treated as transferee. Noncompetition loyalty ends; other loyalty/care continue only for preexit matters unless person winds up. Act states no automatic end to a separately held nonmember-capable manager office; member-manager dissociation has a special dissolution trigger (§§ 31B-3-301, 31B-6-603(b), 31B-8-801(b)(3)) |
If no dissolution: at-will LLC buys at dissociation-date fair value; term LLC generally buys at term expiration using then-value. Offer due within 30 days; no agreement within 120 days opens another 120-day enforcement window. Court considers going concern/agreement/appraisal/legal constraints and may order installments, subordination, security, restrictions, and offsets (§§ 31B-6-603(a), 31B-7-701 to -702) |
Dissociation adds no liability release; wrongfulness/amounts owing survive and may offset buyout. Former member has transferee status and no member inspection right. Exit itself has no filing; annual report's manager/authorized-member data must be current when signed. Some member-manager/other exits dissolve unless OA or dual-majority continuation occurs within 90 days (§§ 31B-2-211, 31B-5-503(c)-(d), 31B-8-801) |
| Wisconsin verified 2026-08-30 | Wisconsin Uniform Limited Liability Company Law, ch. 183; current dissociation under §§ 183.0601-.0603. A pre-2023 LLC that timely filed a nonapplicability statement remains under ch. 183, 2019 stats., including old §§ 183.0802 and 183.0604 (§§ 183.0101-.0102, .0110) |
Operating agreement governs member/company relations, may state dissociation events and expulsion, and an express written term can make exit wrongful. It cannot vary § 183.0105, governing law/applicability, filing requirements, information floor, or specified dissolution/action/transaction protections; it cannot exonerate listed misconduct (§§ 183.0105-.0107, .0601-.0602) |
Current law: power to withdraw by express will anytime, rightfully or wrongfully. Dissociation occurs when LLC knows/has notice, or on member's specified later date; no statutory advance period, writing, acceptance, or member vote. Express written agreement breach makes it wrongful (§§ 183.0103, .0601-.0602) |
Wrongful only if express written agreement is breached, or before winding-up completion the member is judicially expelled or a member-managed member dissociates through listed bankruptcy/creditor/receiver events. Wrongful member owes LLC and, subject to direct-action § 183.0801, other members damages caused, in addition to other liabilities (§ 183.0601) |
Agreement event or agreement expulsion causes dissociation. All other members may expel only for membership illegality, full transfer except security/unforeclosed charging order, entity dissolution/revocation/suspension not cured within 90 days after notice, or a dissolved/winding-up unincorporated entity (§ 183.0602(2), (4)-(5)) |
LLC or member in a direct action may apply. Court may expel for wrongful conduct materially/adversely affecting company, or willful/persistent material breach of agreement or § 183.0409 duties/obligations. Wisconsin states no separate not-reasonably-practicable-continuation-with-person ground (§§ 183.0602(6), .0801) |
Events: full-interest sole-member charging-order foreclosure; individual death; member-managed guardian/general conservator or court-ordered incapacity; member-managed bankruptcy, creditor assignment, or requested trustee/receiver/liquidator; full trust/estate-interest distribution; nonindividual termination; and LLC completing winding up. No separate merger/conversion/domestication event (§§ 183.0503(6), .0602(3), (7)-(11), (16)) |
Management participation ends; § 183.0409 member duties end for postexit matters, not earlier events. Dissociation removes a member-manager, but manager cessation alone does not dissociate member. Membership alone has no outsider agency power; separate authority/employment/contract roles require their own analysis (§§ 183.0301-.0302, .0407(3)(e), .0603) |
Current law converts retained transferable interest to transferee-only ownership. Predissolution distributions, if LLC decides to make them, include dissociated members proportionally, but dissociation itself creates no distribution, redemption, fair-value, or buyout right. Agreement may change economics; old-law opt-out LLC default instead provides reasonable-time fair-value redemption (§§ 183.0404, .0603; old § 183.0604) |
Dissociation does not discharge prior LLC/member liability. On 10-day record demand, former member may obtain good-faith, purpose-connected information for membership period, subject to reasonable limits. No standalone dissociation filing; authority filings remain separate. Ninety memberless days dissolve unless majority-distribution transferees admit a member (§§ 183.0410(3)-(8), .0603(2), .0701(1)(c)) |
| Wyoming verified 2026-08-30 | Wyoming LLC Act, W.S. tit. 17, ch. 29; ordinary domestic non-series LLC. Covers express will, agreement/consent/company-sought court expulsion, personal and member-managed insolvency events, entity/transaction events, termination, and consequences (§§ 17-29-601 to -603) |
OA governs internal relations, management/voting, transferability, distributions, events, expulsion, breach, and postexit obligations; articles may choose manager management. OA cannot unreasonably restrict § 17-29-410 information rights or vary listed court/winding-up floors. Express-will notice remains statutory exit trigger (§§ 17-29-110, -112, -602(a)(i)) |
Member may dissociate any time, rightfully or wrongfully. Company notice of express will ends status then or on member's stated later date. No universal writing, signature, advance period, acceptance, or consent condition; pretermination express will alone is not listed as wrongful (§§ 17-29-601(a)-(b), -602(a)(i)) |
Wrongful only for express OA breach or, before company termination, judicial expulsion or member-managed bankruptcy. Voluntary withdrawal and willful entity dissolution are not independently listed. Person owes LLC and, subject to § 17-29-901, other members caused damages plus other debts/obligations/liability (§ 17-29-601(b)-(c)) |
OA event or OA expulsion causes exit. Other members may unanimously expel for illegality; full transferable-interest transfer excluding security or any charging order; uncured corporate/entity status after 90 days; or dissolved, winding-up other entity. Transfer alone otherwise does not dissociate (§§ 17-29-502(a), -602(a)(ii)-(iv)) |
Only LLC is statutory applicant. Court may expel for wrongful conduct with adverse material effect; willful/persistent material OA or § 17-29-409 duty/obligation breach; or company-related conduct making continuation with person not reasonably practicable (§ 17-29-602(a)(v)) |
Individual death; in member-managed LLC only, guardian/general-conservator appointment, incapacity order, bankruptcy, creditor assignment, or consensual fiduciary appointment. Also trust/estate full-interest distribution, specified entity termination, qualifying merger, conversion, continuance, transfer, domestication, or company termination. No nonconsensual-appointment cure event or foreclosure exit (§§ 17-29-503(g), -602(a)(vi)-(xiv)) |
Member management/voting end; future member-managed fiduciary duties end. Member status alone never creates agency. Dissociation automatically removes a dual-role manager; separate statements of authority and outsider reliance still require review (§§ 17-29-301 to -302, -407(c)(vi), -603(a)) |
No automatic buyout, redemption, fair-value payment, forfeiture, or distribution. Former member owns retained transferable interest solely as transferee and receives associated distributions without governance; OA governs obligations to dissociated person (§§ 17-29-112(b), -404(b), -501 to -502, -603(a)(iii)) |
Prior member debts/obligations/liability remain. Ten-day record demand gives good-faith access to membership-period information under purpose/particularity rules. No dissociation-specific filing; authority records remain separate. Dissolution instead uses agreement/articles, consent, 90 no-member days, or court routes; dissociated member has limited control-case standing (§§ 17-29-410(c)-(g), -603(b), -701) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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