North Dakota Code 10-32.1-47 – Power of a member to dissociate – Wrongful dissociation
1. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subsection 1 of section 10-32.1-48.
Terms Used In North Dakota Code 10-32.1-47
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Individual: means a human being. See North Dakota Code 1-01-49
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
2. The dissociation of a person from a limited liability company is wrongful only if the dissociation:
a. Is in breach of an express provision of the operating agreement; or
b. Occurs before the termination of the company and:
(1) The person withdraws as a member by express will; (2) The person is expelled as a member by judicial order under subsection 5 of section 10-32.1-48; (3) The person is dissociated under subdivision a of subsection 7 of section 10-32.1-48, by becoming a debtor in bankruptcy; or
(4) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
3. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 10-32.1-33, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members.