{"data":{"id":"us-nd/n.d.-cent.-code-10-32.1-48","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 10-32.1-48","heading":"Events causing dissociation","body":"A person is dissociated as a member from a limited liability company when:\n1.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;\n2.An event stated in the operating agreement as causing the dissociation of the person occurs;\n3.The person is expelled as a member pursuant to the operating agreement;\n4.The person is expelled as a member by the unanimous consent of the other members if:\na.It is unlawful to carry on the activities of the company with the person as a member;\nb.There has been a transfer of all of the transferable interest of the person in the company, other than:\n(1)A transfer for security purposes; or\n(2)A charging order in effect under section 10-32.1-45 which has not been foreclosed;\nc.The person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because:\n(1)The person has filed articles of dissolution or the equivalent;\n(2)Its charter has been revoked;\n(3)Its right to conduct business has been suspended by the jurisdiction of its incorporation;\n(4)The articles of dissolution have not been revoked; or\n(5)Its charter or right to conduct business has not been reinstated; or\nd.The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;\n5.On application by the company, the person is expelled as a member by judicial order because the person:\na.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;\nb.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\nc.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;\n6.In the case of a person who is an individual:\na.The individual dies; or\nb.In a member-managed limited liability company:\n(1)A guardian or general conservator for the individual is appointed; or\n(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;\n7.In a member-managed limited liability company, the person:\na.Becomes a debtor in bankruptcy;\nb.Executes an assignment for the benefit of creditors; or\nc.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;\n8.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;\n9.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;\n10.In the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member;\n11.The company participates in a merger under sections 10-32.1-55 through 10-32.1-71, if:\na.The company is not the surviving entity; or\nb.Otherwise as a result of the merger, the person ceases to be a member;\n12.The company participates in a conversion under sections 10-32.1-61 through 10-32.1-71;\n13.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\n14.The company terminates.","path":["Title 10 Corporations","Chapter 10-32.1 Uniform Limited Liability Company Act"],"source_url":"https://ndlegis.gov/cencode/t10c32-1.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"7050c5606ea4adcddccc0628342c6798933568d942a26c60024693f12db79a6e","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-10-32.1-47","next":"us-nd/n.d.-cent.-code-10-32.1-49"},"notice":"GroundRules: Original legal text. Not legal advice."}