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Searching 2019-2020 Session

The Vermont Statutes Online

 

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : LIMITED LIABILITY COMPANIES

Subchapter 006 : MEMBER'S DISSOCIATION

(Cite as: 11 V.S.A. § 4082)
  • § 4082. Member's power to dissociate; wrongful dissociation

    (a) A person has the power to dissociate as a member from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision 4081(1) of this title.

    (b) A member's dissociation from a limited liability company is wrongful only if the dissociation:

    (1) is in breach of an express provision of the operating agreement or articles of organization; or

    (2) occurs before the termination of the company and:

    (A) the member withdraws as a member by express will;

    (B) the member is expelled as a member by judicial determination under subdivision 4081(5) of this title;

    (C) the member is dissociated under subdivision 4081(6)(A) of this title by becoming a debtor in bankruptcy; or

    (D) 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)(1) A person that wrongfully dissociates as a member from a limited liability company is liable to the company and, subject to section 4131 of this title, to the other members for damages caused by the dissociation.

    (2) The liability is in addition to any other debt, obligation, or other liability of the member to the company or to the other members. (Added 2015, No. 17, § 2.)