2011 Connecticut Code
Title 34 Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 Limited Liability Companies
Sec. 34-180. Events of dissociation.

      Sec. 34-180. Events of dissociation. (a) Subject to subsection (b) of section 34-173, a person ceases to be a member of a limited liability company upon the occurrence of one 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 section 34-172; (3) the member is removed as a member (A) in accordance with the operating agreement, or (B) unless otherwise provided in writing in the operating agreement, when the member assigns all of his interest in the limited liability company with the written consent or by an affirmative vote of a majority in interest of the members who have not assigned their interests; (4) unless otherwise provided in writing in the operating agreement or by written consent of all members at the time, the member (A) makes an assignment for the benefit of creditors, (B) files a voluntary petition in bankruptcy, (C) is adjudicated a bankrupt or insolvent, (D) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (E) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature, or (F) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member of all or any substantial part of his properties; (5) unless otherwise provided in writing in the operating agreement, or by 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 properties, the appointment is not vacated or stayed, or within ninety days after the expiration of any stay, the appointment is not vacated; (6) unless otherwise provided in writing in the operating agreement, or by written consent of all members at the time, in the case of a member who is an individual: (A) His death, or (B) the entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; (7) unless otherwise provided in writing in the operating agreement, or by written consent of all members at the time, in the case of a member that 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 the operating agreement, or by 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 the operating agreement, or by written consent of all members at the time, in the case of a member that is a corporation, the filing of a certificate of dissolution or the equivalent for the corporation or the revocation of its charter and the lapse of ninety days after notice to the corporation of revocation without reinstatement of its charter; (10) unless otherwise provided in writing in the operating agreement, or by written consent of all members at the time, in the case of a member that is an estate, the distribution by the fiduciary of a member that is the estate's entire interest in the limited liability company; or (11) where the limited liability company is formed to render professional services, a member licensed or otherwise authorized to render professional services in this state or any other jurisdiction ceases to be so licensed or authorized.

      (b) The members may provide in writing in the operating agreement for other events the occurrence of which result in a person ceasing to be a member of the limited liability company.

      (c) Unless the 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 days' written notice to the other members, or such other notice as provided for in writing in the operating agreement. If the member has the power to withdraw but the withdrawal is a breach of the 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 such member, in addition to pursuing any remedies provided for in the operating agreement or otherwise available under applicable law. Unless otherwise provided in the operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or the completion of that undertaking is a breach of the operating agreement.

      (P.A. 93-267, S. 41; P.A. 94-217, S. 19; P.A. 97-70, S. 8, 11.)

      History: P.A. 94-217 amended Subsec. (a)(3)(b) to replace "when the member assigns all of his interest in the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their interests" with "when the member assigns all of his interest in the limited liability company with the written consent or by an affirmative vote of a majority in interest of the members who have not assigned their interests"; P.A. 97-70 amended Subsec. (a) to make provisions subject to Sec. 34-173(b), effective May 27, 1997.