2019 South Dakota Codified Laws
Title 47 - Corporations
Chapter 34A - Uniform Limited Liability Company Act
§ 47-34A-602 Member's power to dissociate; wrongful dissociation.
47-34A-602. Member's power to dissociate; wrongful dissociation. (a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to § 47-34A-601(1).
(b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:
(1) It is in breach of an express provision of the agreement; or
(2) Before the expiration of the term specified in the articles of organization if any:
(i) The member withdraws by express will;
(ii) The member is expelled by judicial determination under § 47-34A-601(6);
(iii) The member is dissociated by becoming a debtor in bankruptcy; or
(iv) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.
Source: SL 1998, ch 272, § 602.
