PART VII. 
MEMBER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP



 



§428-701  Company purchase of distributional
interest.  (a)  A limited liability company shall purchase a distributional
interest of a member of:



(1)  An at-will limited liability company for its fair
value determined as of the date of the member's dissociation if the member's
dissociation does not result in a dissolution and winding up of the company's
business under section 428-801; or



(2)  A company having a specified term for its fair
value determined as of the date of the expiration of the specified term that
existed on the member's dissociation if the expiration of the specified term
does not result in a dissolution and winding up of the company's business under
section 428-801.



(b)  A limited liability company shall deliver
a purchase offer to the dissociated member whose distributional interest is
entitled to be purchased no later than thirty days after the date determined
under subsection (a).  The purchase offer shall be accompanied by:



(1)  A statement of the company's assets and
liabilities as of the date determined under subsection (a);



(2)  The latest available balance sheet and income
statement, if any; and



(3)  An explanation of how the estimated amount of the
payment was calculated.



(c)  If the price and other terms of a purchase
of a distributional interest are fixed or are to be determined by the operating
agreement, the price and terms so fixed or determined govern the purchase
unless the purchaser defaults.  In that case the dissociated member is entitled
to commence a proceeding to have the company dissolved under section
428-801(4).



(d)  If an agreement to purchase the
distributional interest is not made within one hundred twenty days after the
date determined under subsection (a), the dissociated member, within another
one hundred twenty days, may commence a proceeding against the limited
liability company to enforce the purchase.  The company at its expense shall
notify in writing all of the remaining members, and any other person the court
directs, of the commencement of the proceeding.  The jurisdiction of the court
in which the proceeding is commenced under this subsection is plenary and
exclusive.



(e)  The court shall determine the fair value
of the distributional interest in accordance with the standards set forth in
section 428-702 together with the terms for the purchase.  Upon making these
determinations, the court shall order the limited liability company to purchase
or cause the purchase of the interest.



(f)  Damages for wrongful dissociation under
section 428‑602(b), and all other amounts owed, whether or not currently
due, from the dissociated member to a limited liability company, shall be
offset against the purchase price. [L 1996, c 92, pt of §1; am L 1999, c 164,
§7]