LLC Member Dissociation, Withdrawal, and Expulsion Requirements in District of Columbia

At a glance

Requirements one by one

Notice causes exit, but early withdrawal is wrongful

Under D.C. Code § 29-806.01, a member may dissociate at any time, rightfully or wrongfully. Section 29-806.02(1) makes status end when the LLC has notice of express will, or on a later date the member states. The Act sets no universal advance period, acceptance, or consent condition.

Until the company completes winding up, express-will withdrawal is wrongful. Agreement breach, judicial expulsion, member-managed bankruptcy, and specified willful entity exits can also be wrongful. Section 29-806.01 makes the former member liable for caused damages in addition to other obligations.

The published nonwaiver clause has a cross-reference mismatch

Section 29-801.07 makes the operating agreement govern internal relations and permits it to require dissociation notice in a record. Its published subsection (c)(15) says the agreement may not vary a person's dissociation power except for that record requirement, but the printed cross-reference is § 29-807.01—the dissolution section—rather than § 29-806.01. Sections 29-806.01 and 29-806.02 independently state the express-will power and its notice-triggered effect; agreement breach changes wrongfulness and liability.

Under § 29-801.09, the agreement also governs obligations to a person as a dissociated member or transferee. A later amendment cannot impose a new debt, obligation, or liability on that person in the postexit capacity.

Consent and court expulsion are distinct

Under § 29-806.02, an agreement event or agreement-authorized expulsion causes dissociation. All other members may unanimously expel only for the listed circumstances: illegality, an entire transferable-interest transfer subject to the security and unforeclosed-charging-order exceptions, an uncured corporate-status defect after 90 days, or a dissolved and winding-up LLC or partnership.

Only the company is the statutory judicial-expulsion applicant. The grounds are adverse material wrongful conduct; willful or persistent material agreement or § 29-804.09 duty/obligation breach; or conduct making continuation with the person not reasonably practicable.

Management form limits some automatic events

Individual death always causes dissociation. Guardian or general-conservator appointment, an incapacity order, bankruptcy, a creditor assignment, and the listed fiduciary appointments cause exit only in a member-managed LLC.

Section 29-806.02 also covers trust and estate distributions, specified entity termination, qualifying merger or Chapter 2 transaction, domestication, interest exchange, sole-member foreclosure, and completion of winding up.

Governance and a dual-role manager office end

Under § 29-806.03, member management and future member-managed duties and obligations end. Member status alone never creates agency under § 29-803.01. The Act also addresses dual roles directly: § 29-804.07(c)(6) removes a manager who is also the dissociated member.

Economics continue without a dissociation buyout

The former member owns the retained transferable interest solely as a transferee and receives its distributions without governance. Under § 29-804.04, dissociation does not itself create a distribution. Sections 29-805.01 to 29-805.02 preserve transferee distribution rights rather than creating a purchase, redemption, fair-value payment, or forfeiture.

Section 29-804.10 gives a dissociated member a separate information right: on a ten-day demand in a record, the person may seek membership-period information in good faith under the stated purpose and particularity rules. Transferee status alone carries no such right.

Prior liability survives, and dissolution is separate

Section 29-806.03(b) preserves debts, obligations, and other liability incurred while the person was a member. The complete current chapter states no dissociation-specific public filing; authority records and company-level dissolution filings remain separate.

Under § 29-807.01, dissolution instead follows agreement, unanimous consent, a 90-day no-member period subject to the transferee-majority rescue, judicial routes, or administrative dissolution. Member status exit and entity winding up therefore remain separate until winding up is completed.

What trips people up

• Power is not a liability-free right. Notice ends status, while withdrawal before completion of winding up is wrongful.
• The current code prints a mismatched cross-reference. Subsection 29-801.07(c)(15) describes dissociation power but points to dissolution § 29-807.01.
• Only the company applies for statutory judicial expulsion. Another member acting alone is not listed as applicant.
• Foreclosure can end status. The sole-member foreclosure rule transfers the entire interest and admits the purchaser.
• A dual-role manager is removed. The manager office does not survive the person's dissociation.

Common questions

Must express-will notice be written?

The statutory trigger is company notice, but the operating agreement may require the notice to be in a record.

Can another member directly seek judicial expulsion?

No. Section 29-806.02(5) names only the LLC as applicant.

Does a former member retain company information rights?

Yes, through the ten-day recorded-demand route for good-faith access to membership-period information, subject to the statutory purpose and particularity requirements.

Does dissociation require a buyout?

No. The statute converts retained economics to transferee status and says dissociation itself does not entitle the person to a distribution.

Statutes and sources

• D.C. Code §§ 29-801.07, -801.09, -803.01, -804.04, -804.07, -804.10, and -805.01 to -805.02 — agreement control and floors, agency, dual-role management, distribution, information, and transfer economics. Official current chapter (accessed August 30, 2026).
• D.C. Code §§ 29-806.01 to -806.03 and 29-807.01 — power, wrongfulness, damages, dissociation events and effects, prior liability, and separate dissolution routes. Official current chapter (accessed August 30, 2026).