2005 Missouri Revised Statutes - § 347.123. — Cessation of membership, events of withdrawal.

347.123. A person ceases to be a member of a limited liability company upon the happening of any of the following events of withdrawal:

(1) The member withdraws from the limited liability company as provided in section 347.121;

(2) Unless otherwise provided in the operating agreement or by the specific written consent of all members at the time, the member assigns all of his interest in the limited liability company;

(3) The member is expelled as a member in accordance with the operating agreement;

(4) Unless otherwise provided in the operating agreement or by the specific written consent of all members at the time, the member:

(a) Makes an assignment for the benefit of creditors;

(b) Is the subject of a bankruptcy;

(c) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, or similar relief under any statute, law or regulation or files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in a proceeding of such nature; or

(d) 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 his property;

(5) Unless otherwise provided in the operating agreement or by the specific written consent of all members at the time, one hundred twenty 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 ninety days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of his property, the appointment is not vacated or stayed, or within ninety days after the expiration of any such stay, the appointment is not vacated;

(6) In the case of a member who is a natural person:

(a) His death; or

(b) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(7) In the case of a member that is a trust, the termination of the trust or a distribution of its entire interest in the limited liability company but not merely the substitution of a new trustee;

(8) In the case of a member that is a general or limited partnership, the dissolution and commencement of winding up of the partnership or a distribution of its entire interest in the limited liability company;

(9) In the case of a member that is a corporation, the filing of articles of dissolution, or their equivalent, for the corporation or revocation of its charter or a distribution of its entire interest in the limited liability company;

(10) In the case of a member that is an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company; or

(11) In the case of a member that is a limited liability company, the filing of articles of dissolution or termination, or their equivalent, for the limited liability company or a distribution of its entire interest in the limited liability company.

(L. 1993 S.B. 66 & 20 § 359.776)

Effective 12-1-93