Ark. Code Ann. § 4-32-802 (2026)

1. A person ceases to be a member of a limited liability company upon the occurrence of one (1) or more of the following events:
   1. The member withdraws by voluntary act from the limited liability company as provided in subsection (c) of this section;
   2. The member ceases to be a member of the limited liability company as provided in § 4-32-706;
   3. The member is removed as a member:
      1. In accordance with an operating agreement; or
      2. Unless otherwise provided in writing in an operating agreement, when the member assigns all of his or her interest in the limited liability company, by an affirmative vote of a majority of the members who have not assigned their interests;
   4. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, the member:
      1. Makes an assignment for the benefit of creditors;
      2. Files a voluntary petition in bankruptcy;
      3. Is adjudicated a bankrupt or insolvent;
      4. Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or rule;
      5. 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 the nature described in subdivision (a)(4)(D) of this section; or
      6. 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;
   5. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, if:
      1. Within one hundred twenty (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 rule, the proceeding has not been dismissed; or
      2. 1. Within one hundred twenty (120) 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
         2. Within one hundred twenty (120) days after the expiration of any stay, the appointment is not vacated;
   6. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, in the case of a member who is an individual:
      1. The member's death; or
      2. The entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage his or her person or estate;
   7. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, in the case of a member who is a trust or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
   8. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, in the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company;
   9. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, in the case of a member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation or the revocation of its charter and the lapse of ninety (90) days after notice to the corporation of revocation without reinstatement of its charter; or
   10. Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company.
2. The members may provide in writing in an operating agreement for other events, the occurrence of which shall result in a person's ceasing to be a member of the limited liability company.
3. A member may withdraw from a limited liability company only at the time or upon the happening of an event specified in the articles of organization or an operating agreement. Unless the articles of organization or an operating agreement provides otherwise, a member may not withdraw from a limited liability company prior to the dissolution and winding up of the limited liability company.

History. Acts 1993, No. 1003, § 802; 1997, No. 479, § 10; 1999, No. 1528, § 4; 2019, No. 315, §§ 125, 126.

Publisher's Notes. Acts 1999, No. 1528, § 13, provided, in part:

“Section 4 of this act shall only apply to limited liability companies in existence on the effective date of this act in the event an election is made with the Secretary of State to have this provision apply; otherwise, the original § 4-32-802, as amended, shall apply to limited liability companies existing on the effective date of this act.”

Acts 1999, No. 1528, § 4 amended only subsection (c) of this section. Prior to its 1999 amendment, subsection (c) of this section read as follows:

“(c) Unless an operating agreement provides in writing that a member has no power to withdraw by voluntary act from a limited liability company, the member may do so at any time by giving thirty (30) days' written notice to the other members, or such other notice as is provided for in an operating agreement. If the member has the power to withdraw but the withdrawal is a breach of an operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct, including the reasonable cost of obtaining replacement of the services the withdrawn member was obligated to perform and may offset the damages against the amount otherwise distributable to him, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law. Unless otherwise provided in an operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a member may not withdraw from the limited liability company before the expiration of that term or undertaking.”

Amendments. The 1997 amendment substituted “a member may not withdraw from the limited liability company before the expiration of that term or undertaking” for “a withdrawal by a member before the expiration of that term is a breach of the operating agreement” in the last sentence in (c).

The 1999 amendment rewrote (c).

The 2019 amendment substituted “rule” for “regulation” in (a)(4)(D) and (a)(5)(A).