605.0601

Power to dissociate as member; wrongful dissociation.

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605.0601 Power to dissociate as member; wrongful dissociation.—

(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 605.0602(1).

(2) A person’s dissociation as a member is wrongful only if the dissociation:

(a) Is in breach of an express provision of the operating agreement; or

(b) Occurs before completion of the winding up of the company, and:

1. The person withdraws as a member by express will;

2. The person is expelled as a member by judicial order under s. 605.0602(6);

3. The person is dissociated under s. 605.0602(8); or

4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.

(3) A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members.

(4) Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned before the dissolution and winding up of the limited liability company.

History.—s. 2, ch. 2013-180.