2019 Indiana Code
Title 23. Business and Other Associations
Article 18. Limited Liability Companies
Chapter 6. Membership
23-18-6-5. Cessation of membership
Sec. 5. (a) A person ceases to be a member of a limited liability company upon the occurrence of any of the following events:
(1) The person withdraws from the limited liability company as provided in section 6 of this chapter.
(2) The person ceases to be a member as provided in section 4(e) or 4.1(e) of this chapter.
(3) The person is removed as a member:
(A) in accordance with the operating agreement; or
(B) unless otherwise provided in a written operating agreement, by the affirmative vote, approval, or consent of a majority in interest of the members after the member has assigned the member's entire interest in the limited liability company.
(4) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member who is an individual, the individual's death.
(5) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member who 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.
(6) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is a partnership, limited partnership, or another limited liability company, the dissolution and commencement of winding up of the partnership, limited partnership, or limited liability company.
(7) Unless otherwise provided in a written operating agreement or with the written consent of all other members, in the case of a member that is a corporation, the dissolution of the corporation.
(8) Unless otherwise provided in a written operating agreement or with the written consent of all other members, 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.
(b) A written operating agreement may provide for other events that result in a person ceasing to be a member of the limited liability company, including insolvency, bankruptcy, and adjudicated incompetency.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.11.
