LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Nebraska

At a glance

Requirements one by one

Notice can end membership even when withdrawal is wrongful

Under Neb. Rev. Stat. § 21-144(a), a member has power to dissociate at any time, rightfully or wrongfully, by express will. § 21-145(1) makes the exit effective when the LLC has notice, unless the member specifies a later date. The Act states no universal writing, signature, advance period, acceptance, or company-consent requirement.

The governing statute is the Nebraska Uniform Limited Liability Company Act, §§ 21-101 to 21-197 and 21-501 to 21-542. The member and transferable- interest definitions in § 21-102 keep governance status separate from economic rights.

Wrongful dissociation creates caused-damages liability

Section 21-144(b) makes dissociation wrongful when it breaches an express operating-agreement term. It is also wrongful before company termination when it occurs by express-will withdrawal, judicial expulsion, a member-managed bankruptcy event, or specified willful entity dissolution or termination.

Under § 21-144(c), the wrongfully dissociating member owes the LLC and, subject to the direct-action rule, the other members damages caused by the exit. That liability is in addition to other debts, obligations, or liabilities; the page does not decide breach, causation, or amount.

The agreement governs gaps and can define exit events and consequences, but §§ 21-110 to 21-112 preserve the listed information, court, winding-up, governing-law, personal-liability-approval, and nonparty floors.

Agreement and unanimous-consent expulsion are separate

Section 21-145(2)-(3) treats an operating-agreement event or agreement-based expulsion as dissociation. The default unanimous-other-member route is a closed list: illegality; transfer of the entire transferable interest other than security or an unforeclosed charging order; an uncured corporate dissolution, charter revocation, or business suspension after 90-day notice; or a dissolved, winding-up LLC or partnership.

A transfer alone does not dissociate the transferor under §§ 21-141 to 21-142. It moves distribution rights while leaving other member rights and duties until a separate status-exit event.

Only the LLC applies for judicial expulsion

Under § 21-145(5), the company—not an individual member under this route— may apply for an expulsion order. The grounds are adverse and material wrongful conduct; a willful or persistent material agreement or § 21-138 duty breach; or activity-related conduct that makes continuation with the person not reasonably practicable.

The section states no special notice, hearing, burden, or valuation procedure. Whether facts satisfy a ground is outside this survey.

Personal, insolvency, entity, and transaction events are detailed

Section 21-145(6)-(10) covers individual death; in a member-managed LLC, guardian or general-conservator appointment, adjudicated incapacity, bankruptcy, creditor assignment, and consensual trustee, receiver, or liquidator appointment; trust or estate full-interest distribution; and a residual entity member's termination.

The transaction list is equally explicit. Merger dissociates when the LLC is not the survivor or membership otherwise ends; every LLC conversion causes dissociation; domestication does so when status ends; and company termination is the final listed event.

Governance ends while limited past-period information survives

Under §§ 21-136 and 21-146, dissociation ends member management and removes a person who simultaneously serves as manager. Ending manager office alone does not end membership. Section 21-126 separately says membership alone does not make the person the LLC's agent.

In a member-managed LLC, § 21-138 duties end only for matters arising and events occurring after dissociation. The former member also keeps a narrow information route under § 21-139(c): a 10-day demand in a record, received by the LLC, for qualifying information from the membership period, sought in good faith and satisfying the stated purpose and particularity conditions.

Dissociation produces transferee status, not a buyout

Under § 21-146(a)(3), the immediately pre-exit transferable interest becomes owned solely as a transferee interest. Section 21-141 gives the transferee the transferred distributions but no management right.

§ 21-133(b) expressly says dissociation does not entitle the person to a distribution. The Act therefore creates no automatic buyout, redemption, fair- value payment, forfeiture, or liquidation right merely because status ended.

Prior liabilities, filings, and dissolution remain separate

Section 21-146(b) says dissociation does not itself discharge debts, obligations, or liabilities incurred while a member. A former member's economics and liabilities must therefore be handled separately from governance status.

§§ 21-125 to 21-126 show that the biennial report contains company, office, agent, and principal-office information—not a member roster. The exit itself has no immediate public filing, although an existing authority statement may need separate attention because member status never creates agency by itself.

Under §§ 21-130 and 21-147, 90 consecutive memberless days cause dissolution unless the last member or representative timely designates, and the designee consents to become, a new member. Dissociation itself is not a company-level dissolution event.

What trips people up

• Power is not rightfulness. Notice can complete withdrawal even though the operating agreement or pre-termination rule makes it wrongful.
• Complete transfer is not automatic status exit. It enables one narrow unanimous-expulsion route but does not by itself dissociate the seller.
• Conversion is broader than merger and domestication. Every covered LLC conversion is listed as a dissociation event.
• A former member has a limited records route. Transferee status alone has none, but § 21-139(c) preserves qualifying membership-period information.

Common questions

Must a withdrawal notice be written?

Not under the statutory default. The operating agreement may impose a valid record or delivery requirement, and breach may make the exit wrongful.

May one member personally file for judicial expulsion?

Section 21-145(5) names the LLC as applicant. A member's separate direct, derivative, or dissolution rights are different procedures.

Does dissociation require the LLC to buy the interest?

No. The former member ordinarily owns the transferable interest solely as a transferee, and dissociation itself creates no distribution right.

Does dissociation also end a manager office?

Yes when the same person is both member and manager. Section 21-136(c)(6) expressly removes that manager on member dissociation.

Statutes and sources

• Neb. Rev. Stat. §§ 21-101 to 21-112 and 21-125 to 21-130 — Act, definitions, governing law, operating-agreement floors, public reporting, agency, and memberless admission. Official Nebraska Uniform LLC Act range (accessed August 30, 2026).
• Neb. Rev. Stat. §§ 21-133, 21-136, and 21-138 to 21-143 — no automatic distribution, manager-member separation, duties, information, transfers, charging orders, and representative rights. Official focused range (accessed August 30, 2026).
• Neb. Rev. Stat. §§ 21-144 to 21-148 — power, wrongfulness, expulsion, automatic events, consequences, memberless dissolution, and winding up. Official focused range (accessed August 30, 2026).