Home Table of Contents

§ 8862. Power to dissociate and wrongful dissociation

Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: February 21, 2017

Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part III. Partnerships and Limited Liability Companies (Refs & Annos)
Chapter 88. Limited Liability Companies (Refs & Annos)
Subchapter F. Dissociation
Effective: February 21, 2017
15 Pa.C.S.A. § 8862
Formerly cited as PA ST 15 Pa.C.S.A. § 8948
§ 8862. Power to dissociate and wrongful dissociation
(a) Power to dissociate.--A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 8861(1) (relating to events causing dissociation).
(b) Wrongful dissociation.--A person's dissociation as a member is wrongful only if the dissociation:
(1) is in breach of an express provision of the operating agreement; or
(2) occurs before the completion of the winding up of the limited liability company and:
(i) the person withdraws as a member by express will;
(ii) the person is expelled as a member by judicial order under section 8861(6);
(iii) the person is dissociated under section 8861(8); or
(iv) the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated, except that this subparagraph does not apply to a person that is:
(A) a trust that is not a business or statutory trust;
(B) an estate; or
(C) an individual.
(c) Damages for wrongful dissociation.--A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 8881 (relating to direct action by member), to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.

Credits

2016, Nov. 21, P.L. 1328, No. 170, § 29, effective in 90 days [Feb. 21, 2017].
15 Pa.C.S.A. § 8862, PA ST 15 Pa.C.S.A. § 8862
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
End of Document