N.D. Cent. Code § 10-32.1-48: Events causing dissociation

A person is dissociated as a member from a limited liability company when:

1.The company has notice of the express will of the person to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, then on that later date;

2.An event stated in the operating agreement as causing the dissociation of the person occurs;

3.The person is expelled as a member pursuant to the operating agreement;

4.The person is expelled as a member by the unanimous consent of the other members if:

a.It is unlawful to carry on the activities of the company with the person as a member;

b.There has been a transfer of all of the transferable interest of the person in the company, other than:

(1)A transfer for security purposes; or

(2)A charging order in effect under section 10-32.1-45 which has not been foreclosed;

c.The person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because:

(1)The person has filed articles of dissolution or the equivalent;

(2)Its charter has been revoked;

(3)Its right to conduct business has been suspended by the jurisdiction of its incorporation;

(4)The articles of dissolution have not been revoked; or

(5)Its charter or right to conduct business has not been reinstated; or

d.The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

5.On application by the company, the person is expelled as a member by judicial order because the person:

a.Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the activities of the company;

b.Has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the duties or obligations of the person under section 10-32.1-41; or

c.Has engaged, or is engaging, in conduct relating to the activities of the company which makes it not reasonably practicable to carry on the activities with the person as a member;

6.In the case of a person who is an individual:

a.The individual dies; or

b.In a member-managed limited liability company:

(1)A guardian or general conservator for the individual is appointed; or

(2)There is a judicial order that the individual has otherwise become incapable of performing the duties of the individual as a member under this chapter or the operating agreement;

7.In a member-managed limited liability company, the person:

a.Becomes a debtor in bankruptcy;

b.Executes an assignment for the benefit of creditors; or

c.Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the property of the person;

8.In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the entire transferable interest of the trust in the company is distributed;

9.In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the entire transferable interest of the estate in the company is distributed;

10.In the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member;

11.The company participates in a merger under sections 10-32.1-55 through 10-32.1-71, if:

a.The company is not the surviving entity; or

b.Otherwise as a result of the merger, the person ceases to be a member;

12.The company participates in a conversion under sections 10-32.1-61 through 10-32.1-71;

13.The company participates in a domestication under sections 10-32.1-67 through 10-32.1-71, if, as a result of the domestication, the person ceases to be a member; or

14.The company terminates.