Idaho Code 30-25-602 – Events Causing Dissociation
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A person is dissociated as a member when:
(1) The limited liability company knows or has notice of the person’s express will to withdraw as a member, but, if the person has specified a withdrawal date later than the date the company had known or had notice, on that later date;
Terms Used In Idaho Code 30-25-602
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Inter vivos: Transfer of property from one living person to another living person.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- person: includes a corporation as well as a natural person;
Idaho Code 73-114Property: includes both real and personal property. See Idaho Code 73-114 Trustee: A person or institution holding and administering property in trust.
(2) An event stated in the operating agreement as causing the person’s dissociation occurs;
(3) The person’s entire interest is transferred in a foreclosure sale under section 30-25-503(f), Idaho Code;
(4) The person is expelled as a member pursuant to the operating agreement;
(5) The person is expelled as a member by the affirmative vote or consent of all the other members if:
(A) It is unlawful to carry on the limited liability company’s activities and affairs with the person as a member;
(B) There has been a transfer of all the person’s transferable interest in the company, other than:
(i) A transfer for security purposes; or
(ii) A charging order in effect under section 30-25-503, Idaho Code, that has not been foreclosed;
(C) The person is an entity and:
(i) The company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person’s charter or the equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of formation; and
(ii) Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person’s charter or the equivalent or right to conduct business has not been reinstated; or
(D) The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
(6) On application by the limited liability company or a member in a direct action under section 30-25-801, Idaho Code, the person is expelled as a member by judicial order because the person:
(A) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company’s activities and affairs;
(B) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under section 30-25-409, Idaho Code; or
(C) Has engaged or is engaging in conduct relating to the company’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member;
(7) In the case of an individual:
(A) The individual dies; or
(B) In a member-managed limited liability company:
(i) A guardian or general conservator for the individual is appointed; or
(ii) A court orders that the individual has otherwise become incapable of performing the individual’s duties as a member under this chapter or the operating agreement;
(8) In a member-managed limited liability company, the person:
(A) Becomes a debtor in bankruptcy;
(B) Executes an assignment for the benefit of creditors; or
(C) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property;
(9) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited liability company is distributed;
(10) In the case of a person who is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited liability company is distributed;
(11) In the case of a person that is not an individual, the existence of the person terminates;
(12) The limited liability company participates in a merger under chapter 22, title 30, Idaho Code, and:
(A) The company is not the surviving entity; or
(B) Otherwise as a result of the merger, the person ceases to be a member;
(13) The limited liability company participates in an interest exchange under chapter 22, title 30, Idaho Code, and, as a result of the interest exchange, the person ceases to be a member;
(14) The limited liability company participates in a conversion under chapter 22, title 30, Idaho Code;
(15) The limited liability company participates in a domestication under chapter 22, title 30, Idaho Code, and, as a result of the domestication, the person ceases to be a member;
(16) The limited liability company dissolves and completes winding up; or
(17) In the case of a professional entity, restrictions or limitations are placed upon a member’s ability to continue to render professional services.