Bromberg & Ribstein on LLP, RUPA, and ULPA, 2014 Edition

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Steve Yahnian applies his Business, Estates, Real Estate, Tax and Asset Protection planning and counseling skills in his law practice, representing clients in matters involving each of the above areas, saving them substantial tax dollars and ensuring an effective plan that will withstand challenge. Upon a member’s dissociation, generally speaking, the member’s right to participate in the management and conduct of the LLC’s business terminates. [285] Dissociation events include, in the case of a member who is an individual: (1) the LLC’s having notice of the member’s express intent to withdraw; (2) an event described in the operating agreement; (3) a transfer of all the member’s distributional interest (other than a transfer for security purposes); (4) the member’s expulsion pursuant to an operating agreement; (5) the member’s bankruptcy or death; (6) the appointment of a guardian or general conservator for the member; or (7) a judicial determination that the member has otherwise become incapable of performing the member’s duties under the operating agreement. [286] If a dissociation event results in a dissolution and winding up of the LLC, the dissolution rules apply. [287] An LLC is dissolved and its business must be wound up, upon the occurrence of, among other things: (1) an event specified in the operating agreement; (2) consent of the members as specified in the operating agreement; or (3) dissociation of a member who is also a manager or, if none, a member of an at-will company, and dissociation of a member who is also a manager or, if none, a member of a term company but only if the dissociation was for a reason provided in W.

Pages: 1116

Publisher: Wolters Kluwer Law & Business (December 18, 2013)

ISBN: 1454826916

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