Title 14, Chapter 11, Section 601
( 14-11-601)
(a) Effective for limited liability companies formed prior to July
1, 1999, a person ceases to be a member of a limited liability
company upon the occurrence of any of the following events: (1) The member withdraws by voluntary act from the limited
liability company as provided in subsection (c) of this Code
section; (2) The member ceases to be a member of the limited liability company as provided in paragraph (6) of Code Section 14-11-502; (3) The member is removed as a member: (A) In accordance with the articles of organization or a written
operating agreement; or (B) Subject to contrary provision in the articles of
organization or in a written operating agreement, when the
member assigns all of his or her limited liability company
interest, by an affirmative vote of a majority in number of the
members who have not assigned all of their limited liability
company interests; (4) The member's entire interest in the limited liability company
is purchased or redeemed by the limited liability company; (5) Subject to contrary provision in the articles of organization
or a written operating agreement, or written consent of all other
members at the time, the member (A) makes an assignment for the
benefit of creditors; (B) files a voluntary petition in
bankruptcy; (C) is adjudicated a bankrupt or insolvent; (D) files
a petition or answer seeking for the member any reorganization,
arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under any statute, law, or regulation; (E) files
an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against the member in any
proceeding of this nature; or (F) seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or
liquidator of the member or of all or any substantial part of the
member's properties; (6) Subject to contrary provision in the articles of organization
or a written operating agreement, or written consent of all other
members at the time, if within 120 days after the commencement of
any proceeding against the member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under any statute, law, or regulation, the
proceeding has not been dismissed, or if within 90 days after the
appointment without his or her consent or acquiescence of a
trustee, receiver, or liquidator of the member or of all or any
substantial part of his or her properties, the appointment is not
vacated or stayed, or within 90 days after the expiration of any
stay, the appointment is not vacated; or (7) Subject to contrary provision in the articles of organization
or a written operating agreement, or written consent of all other
members at the time, in the case of a member who is an individual:
(A) On the date of his or her death; or (B) On the date of the entry of an order by a court of competent
jurisdiction adjudicating the member incompetent to manage his
or her person or his or her property. (b) The articles of organization or a written operating agreement
may provide for other events the occurrence of which result in a
person ceasing to be a member of the limited liability company. (c) Except as otherwise provided in the articles of organization or
a written operating agreement, a member may withdraw from the
limited liability company at any time by giving written notice to
the other members at least 30 days in advance of his or her
withdrawal or such other notice as is provided for in a written
operating agreement. |