State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-145

21-145. Events causing dissociation.(ULLCA 602) A personis dissociated as a member from a limited liability company when:(1) the company has noticeof the person's express will to withdraw as a member, but, if the person specifieda withdrawal date later than the date the company had notice, on that laterdate;(2)an event stated in the operating agreement as causing the person's dissociationoccurs;(3)the person is expelled as a member pursuant to the operating agreement;(4) the person is expelledas a member by the unanimous consent of the other members if:(A) it is unlawful tocarry on the company's activities with the person as a member;(B) there has been atransfer of all of the person's transferable interest in the company, otherthan:(i)a transfer for security purposes; or(ii) a charging order in effect under section 21-142which has not been foreclosed;(C) the person is a corporation and, within ninetydays after the company notifies the person that it will be expelled as a memberbecause the person has filed a certificate of dissolution or the equivalent,its charter has been revoked, or its right to conduct business has been suspendedby the jurisdiction of its incorporation, the certificate of dissolution hasnot been revoked or its charter or right to conduct business has not beenreinstated; or(D)the person is a limited liability company or partnership that has been dissolvedand whose business is being wound up;(5) on application by the company, the person is expelledas a member by judicial order because the person:(A) has engaged, or is engaging,in wrongful conduct that has adversely and materially affected, or will adverselyand materially affect, the company's activities;(B) has willfully or persistentlycommitted, or is willfully and persistently committing, a material breachof the operating agreement or the person's duties or obligations under section 21-138; or(C)has engaged in, or is engaging in, conduct relating to the company's activitieswhich makes it not reasonably practicable to carry on the activities withthe person as a member;(6)in the case of a person who is an individual:(A) the person dies; or(B) in a member-managedlimited liability company:(i) a guardian or general conservator for the personis appointed; or(ii)there is a judicial order that the person has otherwise become incapable ofperforming the person's duties as a member under the Nebraska Uniform LimitedLiability Company Act or the operating agreement;(7) in a member-managed limitedliability company, the person:(A) becomes a debtor in bankruptcy;(B) executes an assignmentfor the benefit of creditors; or(C) seeks, consents to, or acquiesces in the appointmentof a trustee, receiver, or liquidator of the person or of all or substantiallyall of the person's property;(8) in the case of a person that is a trust or isacting as a member by virtue of being a trustee of a trust, the trust's entiretransferable interest in the company is distributed;(9) in the case of a person thatis an estate or is acting as a member by virtue of being a personal representativeof an estate, the estate's entire transferable interest in the company isdistributed;(10)in the case of a member that is not an individual, partnership, limited liabilitycompany, corporation, trust, or estate, the termination of the member;(11) the company participatesin a merger under sections 21-170 to 21-184, if:(A) the company is not the survivingentity; or(B)otherwise as a result of the merger, the person ceases to be a member;(12) the company participatesin a conversion under sections 21-170 to 21-184;(13) the company participates ina domestication under sections 21-170 to 21-184, if, as a result of the domestication,the person ceases to be a member; or(14) the company terminates. SourceLaws 2010, LB888, § 45.Operative Date: January 1, 2011