Section 1706.41 | Wrongful dissociation.
(A) A person shall not voluntarily dissociate from a limited liability company.
(B) A person's dissociation from a limited liability company is wrongful only if one of the following applies:
(1) The dissociation is in breach of an express provision of the operating agreement.
(2) The person is expelled as a member by a determination of a tribunal under division (D) of section 1706.411 of the Revised Code.
(3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.
(C) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1706.61 of the Revised Code, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
Available Versions of this Section
- April 12, 2021 – Enacted by Senate Bill 276, 133rd General Assembly [ View April 12, 2021 Version ]