Montana Code 35-8-803. Events causing member’s dissociation
35-8-803. Events causing member‘s dissociation. (1) A member is dissociated from a limited liability company upon the occurrence of any of the following events:
Terms Used In Montana Code 35-8-803
- Articles of organization: means articles filed pursuant to 35-8-201 and those articles as amended or restated. See Montana Code 35-8-102
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- Court: includes every court having jurisdiction in the case. See Montana Code 35-8-102
- Distribution: means a transfer of money, property, or other benefit to a member in that member's capacity as a member of a limited liability company or to a transferee of a member's distributional interest. See Montana Code 35-8-102
- Distributional interest: means all of a member's interest in the distributions of a limited liability company. See Montana Code 35-8-102
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Manager: means a person who, whether or not a member of a manager-managed company, is vested with authority under 35-8-301. See Montana Code 35-8-102
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Operating agreement: means an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company and the relations among the members, managers, and the company that is binding upon all of the members. See Montana Code 35-8-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Property: means real and personal property. See Montana Code 1-1-205
- Series of members: means a group or collection of members of a limited liability company who share interests and have separate rights, powers, or duties with respect to property, obligations, or profits and losses associated with property or obligations and who are specified in the articles of organization or operating agreement of the limited liability company or are specified by one or more members or managers of the limited liability company or other persons as provided in the articles of organization or operating agreement. See Montana Code 35-8-102
- Trustee: A person or institution holding and administering property in trust.
(a)the company’s having notice of the member’s express will to withdraw upon the date of notice or on a later date if specified by the member;
(b)an event agreed to in the operating agreement as causing the member’s dissociation;
(c)upon transfer of all of a member’s distributional interest, other than a transfer for security purposes or pursuant to a court order charging the member’s distributional interest that has not been foreclosed;
(d)the member’s expulsion pursuant to the operating agreement;
(e)the member’s expulsion by unanimous vote of the other members if:
(i)it is unlawful to carry on the company’s business with the member;
(ii)there has been a transfer of substantially all of the member’s distributional interest, other than a transfer for security purposes or pursuant to a court order charging the member’s distributional interest, which has not been foreclosed;
(iii)within 90 days after the company notifies a corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
(iv)a partnership or a limited liability company that is a member has been dissolved, and its business is being wound up;
(f)on application by the company or another member, the member’s expulsion by judicial determination because the member:
(i)engaged in wrongful conduct that adversely and materially affected the company’s business;
(ii)willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under 35-8-310; or
(iii)engaged in conduct relating to the company’s business that makes it not reasonably practicable to carry on the business with the member;
(g)the member’s:
(i)becoming a debtor in bankruptcy;
(ii)executing an assignment for the benefit of creditors;
(iii)seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of all or substantially all of the member’s property; or
(iv)failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property obtained without the member’s consent or acquiescence or failing within 90 days after the expiration of stay to have the appointment vacated;
(h)in the case of a member who is an individual:
(i)the member’s death;
(ii)the appointment of a guardian or general conservator for the member; or
(iii)a judicial determination that the member has otherwise become incapable of performing the member’s duties under the operating agreement;
(i)in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust’s entire rights to receive distributions from the company, except that this subsection does not apply to the substitution of a successor trustee;
(j)in the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate’s entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative; or
(k)termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust.
(2)(a) Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be a manager with respect to a series of members does not, in itself, cause the manager to cease to be a manager with respect to the limited liability company or with respect to any other series of members.
(b)Unless otherwise provided in the articles of organization or operating agreement, any event described in this chapter or in the articles of organization or operating agreement that causes a manager to cease to be associated with a series of members does not, in itself, cause any member to cease to be associated with any other series of members, terminate the continued membership of any member in the limited liability company, or cause the termination of the series of members, regardless of whether the member was the last remaining member associated with the series.