Montana Code 35-8-805. Effect of member’s dissociation
35-8-805. Effect of member‘s dissociation. (1) Upon a member’s dissociation:
Terms Used In Montana Code 35-8-805
- At-will company: means a limited liability company other than a term company. See Montana Code 35-8-102
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- Distributional interest: means all of a member's interest in the distributions of a limited liability company. See Montana Code 35-8-102
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Term company: means a limited liability company designated as a term company in its articles of organization. See Montana Code 35-8-102
(a)in an at-will company, the company shall cause the dissociated member’s distributional interest to be purchased as provided under 35-8-808 and 35-8-809; and
(b)in a term company:
(i)if the company dissolves and winds up its business on or before the expiration of its specified term, part 9 of this chapter applies to determine the dissociated member’s rights to distributions; and
(ii)if the company does not dissolve and wind up its business on or before the expiration of its specified term, the company shall ensure that the dissociated member’s distributional interest is purchased under 35-8-808 and 35-8-809 on the date that was specified for the expiration of the term at the time of the member’s dissociation.
(2)Upon a member’s dissociation from a limited liability company:
(a)the member’s right to participate in the management and conduct of the company’s business terminates, except as otherwise provided in 35-8-903, and the member ceases to be a member and must be treated the same as a transferee of a member;
(b)the member’s duty of loyalty under 35-8-310(2)(c) terminates; and
(c)the member’s duty of loyalty under 35-8-310(2)(a) and (2)(b) and duty of care under 35-8-310(3) continue only with regard to matters arising and events occurring before the member’s dissociation, unless the member participates in winding up the company’s business pursuant to 35-8-903.