10-32.1-48. Events causing dissociation

10-32.1-48. Events causing dissociation A person is dissociated as a member from a limited liability company when: 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expelled as a member because: (1) The person has filed articles of dissolution or the equivalent; (2) Its charter has been revoked; (3) Its right to conduct business has been suspended by the jurisdiction of its incorporation; (4) The articles of dissolution have not been revoked; or (5) Its charter or right to conduct business has not been reinstated; or d. The person is a limited liability company or partnership that has been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.