(a) A person may dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 29-806.02(1).
(b) A person’s dissociation from a limited liability company shall be wrongful only if the dissociation:
(1) Is in breach of an express provision of the operating agreement; or
(2) Occurs before the completion of the winding up of the company and:
(A) The person withdraws as a member by express will;
(B) The person is expelled as a member by judicial order under § 29-80.602(5) [§ 29-806.02(5)];
(C) The person is dissociated under § 29-806.02(7)(A) by becoming a debtor in bankruptcy; or
(D) In the case of a person that is not a trust (other than a business trust), an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a member shall be liable to the limited liability company and, subject to § 29-808.01, to the other members for damages caused by the dissociation. The liability shall be in addition to any other debt, obligation, or other liability of the member to the company or the other members.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(7)(A), 59 DCR 13171.)
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “completion of the winding up” for “termination” in (b)(2).
Editor's NotesUniform Law: This section is based on § 601 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.