42:2C-47 Effect of person's dissociation as member.
47.Effect of Person's Dissociation as Member.
a.When a person is dissociated as a member of a limited liability company:
(1)the person's right to participate as a member in the management and conduct of the company's activities terminates;
(2)if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and
(3)subject to section 44 and Article 10 (sections 73 through 87 of this act), any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.
b.A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
c.A court that expels a member from a company pursuant to subsection e. of section 46 of this act may order the sale of the interests held by such person immediately before dissociation to either the company or to any other persons who are parties to the action if the court determines, in its discretion, that such an order is required by any other law, rule or regulation, or that such an order would be fair and equitable to all parties under all of the circumstances of the case.
L.2012, c.50, s.47.
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Last modified: October 11, 2016