South Carolina Code 33-44-602. Member’s power to dissociate; wrongful dissociation
(b) If the operating agreement has not eliminated a member’s power to dissociate, the member’s dissociation from a limited liability company is wrongful only if:
Terms Used In South Carolina Code 33-44-602
- 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.
- 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.
(1) it is in breach of an express provision of the agreement; or
(2) before the expiration of the specified term of a term company:
(i) the member withdraws by express will;
(ii) the member is expelled by judicial determination under § 33-44-601(6);
(iii) the member is dissociated by becoming a debtor in bankruptcy; or
(iv) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated its existence.
(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.
(d) If a limited liability company does not dissolve and wind up its business as a result of a member’s wrongful dissociation under subsection (b), damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.