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

 

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

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

(2)  A company having a specified term for its fairvalue determined as of the date of the expiration of the specified term thatexisted on the member's dissociation if the expiration of the specified termdoes not result in a dissolution and winding up of the company's business undersection 428-801.

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

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

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

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

(c)  If the price and other terms of a purchaseof a distributional interest are fixed or are to be determined by the operatingagreement, the price and terms so fixed or determined govern the purchaseunless the purchaser defaults.  In that case the dissociated member is entitledto commence a proceeding to have the company dissolved under section428-801(4).

(d)  If an agreement to purchase thedistributional interest is not made within one hundred twenty days after thedate determined under subsection (a), the dissociated member, within anotherone hundred twenty days, may commence a proceeding against the limitedliability company to enforce the purchase.  The company at its expense shallnotify in writing all of the remaining members, and any other person the courtdirects, of the commencement of the proceeding.  The jurisdiction of the courtin which the proceeding is commenced under this subsection is plenary andexclusive.

(e)  The court shall determine the fair valueof the distributional interest in accordance with the standards set forth insection 428-702 together with the terms for the purchase.  Upon making thesedeterminations, the court shall order the limited liability company to purchaseor cause the purchase of the interest.

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