North Dakota Code 10-32.1-48 – Events causing dissociation
A person is dissociated as a member from a limited liability company when:
Terms Used In North Dakota Code 10-32.1-48
- 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.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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.
- Individual: means a human being. See North Dakota Code 1-01-49
- 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.
- 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.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Trustee: A person or institution holding and administering property in trust.
1. The company has notice of the express will of the person to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, then on that later date; 2. An event stated in the operating agreement as causing the dissociation of the person 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 activities of the company with the person as a member; b. There has been a transfer of all of the transferable interest of the person in the company, other than:
(1) A transfer for security purposes; or
(2) A charging order in effect under section 10-32.1-45 which has not been foreclosed; c. The person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because:
(1) The person has filed articles of dissolution or the equivalent; (2) Its charter has been revoked; (3) Its right to conduct business has been suspended by the jurisdiction of its incorporation; (4) The articles of dissolution have not been revoked; or
(5) Its charter or right to conduct business has not been reinstated; or
d. The person is a limited liability company or partnership that has been dissolved and whose business is being wound up; 5. On application by the company, the person is expelled as a member by judicial order because the person:
a. Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the activities of the company; b. Has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the duties or obligations of the person under section 10-32.1-41; or
c. Has engaged, or is engaging, in conduct relating to the activities of the company which makes it not reasonably practicable to carry on the activities with the person as a member; 6. In the case of a person who is an individual:
a. The individual dies; or
b. In a member-managed limited liability company:
(1) A guardian or general conservator for the individual is appointed; or
(2) There is a judicial order that the individual has otherwise become incapable of performing the duties of the individual as a member under this chapter 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 of the property of the person; 8. In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the entire transferable interest of the trust 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 entire transferable interest of the estate in the company is distributed; 10. In the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member; 11. The company participates in a merger under sections 10-32.1-55 through 10-32.1-71, if:
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 a conversion under sections 10-32.1-61 through 10-32.1-71; 13. The company participates in a domestication under sections 10-32.1-67 through 10-32.1-71, if, as a result of the domestication, the person ceases to be a member; or
14. The company terminates.