34-263a. Events causing dissociation.
A person is dissociated as a member when:
(1) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date;
(2) An event set forth in the operating agreement as causing the person's dissociation occurs;
(3) The person is expelled as a member pursuant to the operating agreement;
(4) The person is expelled as a member by the unanimous consent of the other members if: (A) It is unlawful to carry on the company's activities and affairs with the person as a member; (B) there has been a transfer of all the person's transferable interest in the company, other than: (i) A transfer for security purposes; or (ii) a charging order in effect under section 34-259b; or (C) the person is an entity and: (i) The company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, its charter or its equivalent has been revoked, or the person's right to conduct business has been suspended by the governing jurisdiction; and (ii) not later than ninety days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded or revoked, or the person's charter or the equivalent or right to conduct business has not been reinstated;
(5) On application by the company or a member in a direct action under section 34-271, the person is expelled as a member by judicial order because the person: (A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company's activities and affairs; (B) has committed wilfully or persistently, or is committing wilfully or persistently, a material breach of the operating agreement or a duty or obligation under section 34-255h; or (C) has engaged or is engaging in conduct relating to the company's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member;
(6) In the case of an individual: (A) The individual dies; or (B) in a member-managed limited liability company: (i) A guardian or general conservator for the individual is appointed; or (ii) a court orders that the individual has otherwise become incapable of performing the individual's duties as a member under sections 34-243 to 34-283d, inclusive, or the operating agreement;
(7) In a member-managed limited liability company, the person: (A) Becomes a debtor in bankruptcy; (B) executes an assignment for the benefit of creditors; or (C) seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all the person's property;
(8) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the company is distributed;
(9) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed;
(10) In the case of a person that is not an individual, the existence of the person terminates;
(11) The company participates in a merger under sections 34-279 to 34-279q, inclusive, or the Connecticut Entity Transactions Act and: (A) The company is not the surviving entity; or (B) otherwise as a result of the merger, the person ceases to be a member;
(12) The company participates in an interest exchange under sections 34-279 to 34-279q, inclusive, or the Connecticut Entity Transactions Act and, as a result of the interest exchange, the person ceases to be a member;
(13) The company participates in a conversion under sections 34-279 to 34-279g, inclusive, or the Connecticut Entity Transactions Act;
(14) The company participates in a domestication under sections 34-279 to 34-279q, inclusive, or the Connecticut Entity Transactions Act and, as a result of the domestication, the person ceases to be a member; or
(15) The company dissolves and completes winding up.
(P.A. 16-97, S. 54.)
History: P.A. 16-97 effective July 1, 2017.
