10A-5-6.06. Cessation of Membership. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.
(a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events:
(1) The member ceases to be a member by voluntary act as provided in subsection (d).
(2) The member ceases to be a member of the limited liability company as provided in Section 10A-5-6.03.
(3) The member is removed as a member in either of the following manners:
a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all of the member’s interest in the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their interests.
(b) Subject to contrary provisions in the operating agreement, or written consent of all members at the time, a person ceases to be a member upon the occurrence of one or more of the following events listed in the following subdivision or paragraphs:
(1) The member:
a. Makes an assignment for the benefit of creditors.
b. Files a voluntary petition in bankruptcy.
c. Is adjudicated bankrupt or insolvent.
d. Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation.
e. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding in the nature of the proceedings listed in paragraph d.
f. Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member’s properties.
(2) Any of the following time periods have elapsed:
a. 120 days have elapsed after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, unless the proceeding has been dismissed.
b. 90 days have elapsed after the appointment, without the consent of the member, of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member’s properties, unless the appointment is vacated or stayed.
c. 90 days have elapsed after the expiration of any stay, unless the appointment is vacated.
(3) In the case of a member who is an individual:
a. The member dies.
b. A court of competent jurisdiction adjudicates the member incompetent to manage the member’s person or property.
(4) In the case of a member who is a trustee or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee.
(5) In the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company.
(6) In the case of a member that is a corporation:
a. The filing of articles of dissolution or the equivalent for the corporation.
b. The revocation of its charter and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its charter.
(7) In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the limited liability company.
(8) In the case of a limited liability company performing professional services, at the time a member’s license or registration to perform the professional services is terminated or suspended for a period of more than 12 months.
(9) In the case of a general partnership, a limited partnership, or a registered limited liability partnership, the dissolution and commencement of winding up of the partnership.
(c) The members may provide in the operating agreement for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.
(d) Unless the operating agreement provides that a member has no power to cease being a member of a limited liability company by voluntary act, the member may do so at any time by giving notice as provided in the operating agreement, or, if there is no such provision, 30 days written notice to the other members. If the member has the power to cease being a member by a voluntary act but the cessation is a breach of the operating agreement, or the cessation occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover damages from the member whose membership has ceased for breach of the operating agreement, including the reasonable cost of obtaining replacement for the services the member was obligated to perform. Unless otherwise provided in the governing documents, in the case of a limited liability company for a definite term or particular undertaking, cessation of membership by voluntary act of a member before the expiration of that term is a breach of the governing documents.
(e) Upon a member’s cessation of membership each of the following applies:
(1) The member’s governance rights terminate.
(2) The member’s duty of loyalty under subsection (f) of Section 10A-5-3.03 terminates.
(3) The member’s duty of loyalty under subsection (f) of Section 10A-5-3.03 and duty of care under subsection (g) of Section 10A-5-3.03 continue only with regard to matters arising and events occurring before the member’s cessation of membership, unless the member participates in the winding up of the limited liability company’s business pursuant to Sections 10A-1-9.12 and 10A-5-7.03.
(4) The member’s duty of loyalty with respect to information shall be the same as that of a member who is not a manager under subdivision (1) of subsection (k) of Section 10A-5-3.03, unless the member participates in the winding up of the limited liability company’s business pursuant to Sections 10A-1-9.12 and 10A-5-7.03, in which event subdivision (3) of this subsection applies.
(Acts 1993, No. 93-724, p. 1425, §36; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-36; amended and renumbered by Act 2009-513, p. 967, §234.)
