2018 New Jersey Revised Statutes
Title 42 - PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS
Chapter 2B
Section 42:2B-39 - Distribution to resigning member.

Section: 42:2B-39: Distribution to resigning member.

39. a. Except as provided in this act, upon resignation any resigning member from a limited liability company with at least one remaining member is entitled to receive any distribution to which he is entitled under an operating agreement and, if not otherwise provided or permitted in an operating agreement, he is entitled to receive, within a reasonable time after resignation, the fair value of his limited liability company interest as of the date of resignation, less all applicable valuation discounts, unless the operating agreement provides for another distribution formula. Upon resignation from a limited liability company of which that member had been the last member, unless the limited liability company continues as permitted pursuant to subsection d. of section 48 of P.L.1993, c.210 (C.42:2B-48), the resigning member shall not be entitled to receive any distribution except pursuant to section 51 of P.L.1993, c.210 (C.42:2B-51). If the limited liability company continues as permitted under subsection d. of section 48 of P.L.1993, c.210 (C.42:2B-48), the resigning member shall be treated as, and have the rights of, a resigning member from a limited liability company with at least one remaining member. If the resignation of a member violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning member.

b. As used in subsection a. of this section, "all applicable valuation discounts" shall include discounts for lack of liquidity, relative size of holding, absence of any trading market and comparable factors.

L.1993,c.210,s.39; amended 1997, c.139, s.16; 1998, c.79, s.8.