Unless otherwise provided inthis Chapter, the articles of organization, or a written operating agreement, aperson who has ceased to be a member shall have only the rights of an assigneeas provided in G.S. 57C‑5‑02, but shall not be released from hisliability to the limited liability company under G.S. 57C‑4‑02(liability for contribution) and G.S. 57C‑4‑07 (liability uponwrongful distribution). A person ceases to be a member of a limited liabilitycompany upon the happening of any of the following events of withdrawal:
(1) The person'svoluntary withdrawal from the limited liability company as provided in G.S. 57C‑5‑06;
(2) The person's removalas a member in accordance with the articles of organization or an operatingagreement;
(3) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, the person's:
a. Making an assignmentfor the benefit of creditors;
b. Filing a voluntarypetition in bankruptcy;
c. Being adjudgedbankrupt or insolvent or having entered against him an order for relief in anybankruptcy or insolvency proceeding;
d. Filing a petition oranswer seeking for him any reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief under any statute,law, or regulation;
e. Seeking, consentingto, or acquiescing in, the appointment of a trustee or receiver for, orliquidation of the person or of all or any substantial part of that person'sproperties; or
f. Filing an answer orother pleading admitting or failing to contest the material allegations of apetition filed against the person in any proceeding described in thissubdivision;
(4) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, the continuation of any proceedingagainst the person seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief under any statute, law,or regulation, for 120 days after the commencement thereof or the appointmentof a trustee, receiver, or liquidator for the person or all or any substantialpart of the person's properties without the person's agreement or acquiescence,which appointment is not vacated or stayed for 120 days or, if the appointmentis stayed, for 120 days after the expiration of the stay during which periodthe appointment is not vacated;
(5) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member who is anindividual, the individual's:
a. Death; or
b. Adjudication by acourt of competent jurisdiction as incompetent to manage his person orproperty;
(6) Unless otherwise providedin the articles of organization or a written operating agreement or with theconsent of all other members, in the case of a member who is acting as a memberby virtue of being a trustee of a trust, the termination of the trust (but notmerely the substitution of a new trustee);
(7) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is adomestic or foreign partnership, a domestic or foreign limited partnership, oranother domestic or foreign limited liability company, the dissolution andcommencement of winding up of the partnership, limited partnership, or limitedliability company;
(8) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is adomestic or foreign corporation, the dissolution of the corporation or therevocation of its charter; or
(9) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is anestate, the distribution by the fiduciary of the estate's entire interest inthe limited liability company. (1993, c. 354, s. 1; 1995, c. 351, ss. 5, 6; 2001‑387,s. 65.)
Unless otherwise provided inthis Chapter, the articles of organization, or a written operating agreement, aperson who has ceased to be a member shall have only the rights of an assigneeas provided in G.S. 57C‑5‑02, but shall not be released from hisliability to the limited liability company under G.S. 57C‑4‑02(liability for contribution) and G.S. 57C‑4‑07 (liability uponwrongful distribution). A person ceases to be a member of a limited liabilitycompany upon the happening of any of the following events of withdrawal:
(1) The person'svoluntary withdrawal from the limited liability company as provided in G.S. 57C‑5‑06;
(2) The person's removalas a member in accordance with the articles of organization or an operatingagreement;
(3) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, the person's:
a. Making an assignmentfor the benefit of creditors;
b. Filing a voluntarypetition in bankruptcy;
c. Being adjudgedbankrupt or insolvent or having entered against him an order for relief in anybankruptcy or insolvency proceeding;
d. Filing a petition oranswer seeking for him any reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief under any statute,law, or regulation;
e. Seeking, consentingto, or acquiescing in, the appointment of a trustee or receiver for, orliquidation of the person or of all or any substantial part of that person'sproperties; or
f. Filing an answer orother pleading admitting or failing to contest the material allegations of apetition filed against the person in any proceeding described in thissubdivision;
(4) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, the continuation of any proceedingagainst the person seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief under any statute, law,or regulation, for 120 days after the commencement thereof or the appointmentof a trustee, receiver, or liquidator for the person or all or any substantialpart of the person's properties without the person's agreement or acquiescence,which appointment is not vacated or stayed for 120 days or, if the appointmentis stayed, for 120 days after the expiration of the stay during which periodthe appointment is not vacated;
(5) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member who is anindividual, the individual's:
a. Death; or
b. Adjudication by acourt of competent jurisdiction as incompetent to manage his person orproperty;
(6) Unless otherwise providedin the articles of organization or a written operating agreement or with theconsent of all other members, in the case of a member who is acting as a memberby virtue of being a trustee of a trust, the termination of the trust (but notmerely the substitution of a new trustee);
(7) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is adomestic or foreign partnership, a domestic or foreign limited partnership, oranother domestic or foreign limited liability company, the dissolution andcommencement of winding up of the partnership, limited partnership, or limitedliability company;
(8) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is adomestic or foreign corporation, the dissolution of the corporation or therevocation of its charter; or
(9) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is anestate, the distribution by the fiduciary of the estate's entire interest inthe limited liability company. (1993, c. 354, s. 1; 1995, c. 351, ss. 5, 6; 2001‑387,s. 65.)
Unless otherwise provided inthis Chapter, the articles of organization, or a written operating agreement, aperson who has ceased to be a member shall have only the rights of an assigneeas provided in G.S. 57C‑5‑02, but shall not be released from hisliability to the limited liability company under G.S. 57C‑4‑02(liability for contribution) and G.S. 57C‑4‑07 (liability uponwrongful distribution). A person ceases to be a member of a limited liabilitycompany upon the happening of any of the following events of withdrawal:
(1) The person'svoluntary withdrawal from the limited liability company as provided in G.S. 57C‑5‑06;
(2) The person's removalas a member in accordance with the articles of organization or an operatingagreement;
(3) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, the person's:
a. Making an assignmentfor the benefit of creditors;
b. Filing a voluntarypetition in bankruptcy;
c. Being adjudgedbankrupt or insolvent or having entered against him an order for relief in anybankruptcy or insolvency proceeding;
d. Filing a petition oranswer seeking for him any reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief under any statute,law, or regulation;
e. Seeking, consentingto, or acquiescing in, the appointment of a trustee or receiver for, orliquidation of the person or of all or any substantial part of that person'sproperties; or
f. Filing an answer orother pleading admitting or failing to contest the material allegations of apetition filed against the person in any proceeding described in thissubdivision;
(4) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, the continuation of any proceedingagainst the person seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution, or similar relief under any statute, law,or regulation, for 120 days after the commencement thereof or the appointmentof a trustee, receiver, or liquidator for the person or all or any substantialpart of the person's properties without the person's agreement or acquiescence,which appointment is not vacated or stayed for 120 days or, if the appointmentis stayed, for 120 days after the expiration of the stay during which periodthe appointment is not vacated;
(5) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member who is anindividual, the individual's:
a. Death; or
b. Adjudication by acourt of competent jurisdiction as incompetent to manage his person orproperty;
(6) Unless otherwise providedin the articles of organization or a written operating agreement or with theconsent of all other members, in the case of a member who is acting as a memberby virtue of being a trustee of a trust, the termination of the trust (but notmerely the substitution of a new trustee);
(7) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is adomestic or foreign partnership, a domestic or foreign limited partnership, oranother domestic or foreign limited liability company, the dissolution andcommencement of winding up of the partnership, limited partnership, or limitedliability company;
(8) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is adomestic or foreign corporation, the dissolution of the corporation or therevocation of its charter; or
(9) Unless otherwiseprovided in the articles of organization or a written operating agreement orwith the consent of all other members, in the case of a member that is anestate, the distribution by the fiduciary of the estate's entire interest inthe limited liability company. (1993, c. 354, s. 1; 1995, c. 351, ss. 5, 6; 2001‑387,s. 65.)
