LLC Member Dissociation, Withdrawal, and Expulsion Requirements in North Dakota

At a glance

Requirements one by one

Notice causes exit, but pretermination withdrawal is wrongful by default

Under N.D.C.C. § 10-32.1-47, a member has power to dissociate at any time, rightfully or wrongfully. Section 10-32.1-48(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 writing, signature, advance-period, acceptance, or consent condition.

The consequence is unusually strict: unless the operating agreement changes the default, every express-will withdrawal before company termination is wrongful. Agreement breach, judicial expulsion, member-managed bankruptcy, and specified willful entity exits are also wrongful. The former member is liable for caused damages in addition to other obligations.

The operating agreement controls much, but not every statutory floor

Under § 10-32.1-13, the operating agreement governs internal relations and lets the Act fill gaps. It may define dissociation events, authorize expulsion, and make a withdrawal wrongful through express breach. Section 10-32.1-15 also makes the agreement govern obligations to a person as a dissociated member or transferee, including later amendments subject to a charging-order court order.

The agreement may not unreasonably restrict § 10-32.1-42 information rights, vary specified judicial-dissolution or winding-up powers, or impair protected outsider rights. Express-will notice still causes statutory status exit; agreement breach goes to wrongfulness and liability.

Consent and court expulsion are separate routes

Under § 10-32.1-48, 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—not another member acting alone—is the statutory applicant for judicial expulsion. The grounds are adverse material wrongful conduct; willful or persistent material agreement or § 10-32.1-41 duty 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 automatic exit only in a member-managed LLC. Section 10-32.1-48 separately covers trust and estate distributions, specified entity termination, merger, conversion, domestication, and company termination.

Governance roles and future duties end

Under § 10-32.1-49, member management and future member-managed fiduciary duties. North Dakota also addresses dual roles directly: under § 10-32.1-39, dissociation removes a manager who is also a member and disqualifies a governor who is also a member. Member status never creates agency by itself under § 10-32.1-23; any separate authority and § 10-32.1-24 statement still require their own review.

Economics continue without a dissociation buyout

The former member owns the retained transferable interest solely as a transferee and receives its distributions without governance rights. Under § 10-32.1-30, dissociation does not itself create a distribution. Sections 10-32.1-43 to -44 likewise make the interest personal property and preserve transferee distribution rights rather than creating a redemption, forfeiture, or fair-value payment.

Section 10-32.1-42 gives a dissociated member a narrower 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 10-32.1-49(2) preserves debts, obligations, and other liability incurred while the person was a member. The whole current chapter and its filed-record list in § 10-32.1-02(18) state no dissociation-specific public filing; statements of authority and denial under §§ 10-32.1-24 to -25 are separate authority records.

Dissociation also does not automatically dissolve the company. Under § 10-32.1-50, the Act separately uses agreement, unanimous consent, a 90-day zero-member period, and judicial routes. Its potential fair-value remedy is a court option in a dissolution proceeding on specified control grounds, not a dissociation buyout.

What trips people up

• Power is not a right to leave without liability. Express-will notice ends status, while a pretermination withdrawal is wrongful by default.
• Only the company applies for statutory judicial expulsion. Another member acting alone is not listed as an applicant.
• Management form matters. Incapacity and insolvency events in the list are limited to member-managed LLCs.
• Dissociation ends dual governance roles. A member-manager is removed and a member-governor is disqualified.
• Fair value appears elsewhere. The dissolution remedy does not create an automatic cashout when member status ends.

Common questions

Must withdrawal notice be written?

Not under the statutory default. The LLC must have notice, and the operating agreement may impose an enforceable form or delivery term.

Can another member directly file the statutory expulsion application?

Section 10-32.1-48 names only the LLC as applicant. This page does not address other contract, derivative, or dissolution proceedings.

Does a former member retain company information rights?

Yes, but only through the ten-day recorded-demand route for good-faith access to information from the membership period, 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

• N.D.C.C. §§ 10-32.1-01 to -02, -13, -15, and -23 to -25 — scope, agreement control and floors, member-status agency, and authority filings. Official current chapter (accessed August 30, 2026).
• N.D.C.C. §§ 10-32.1-30, -39, and -42 to -50 — distribution, dual governance roles, information, transfer, withdrawal, wrongfulness, dissociation events and effects, liability, and dissolution boundaries. Official current chapter (accessed August 30, 2026).