Missouri § 347.103 - Dissolution as result of withdrawal of member, distribution — withdrawal in violation of agreement.

§ 347.103. Dissolution as result of withdrawal of member, distribution — withdrawal in violation of agreement.

1.  If a limited liability company dissolves and winds up its business and affairs as a result of an event of withdrawal of a member, then, except as otherwise provided in the operating agreement, such member and his personal representatives, successors and assigns shall have the rights of an assignee of the withdrawn member's interest in the limited liability company to receive distributions with respect to such interest during and upon completion of winding up, but the limited liability company may, in addition to any remedies otherwise available under applicable law, reduce the amounts distributable with respect to such interest by any damages recoverable against the withdrawn member if such event of withdrawal violated the operating agreement.

2.  If the business of a limited liability company is continued following an event of withdrawal of a member, then, except as otherwise provided in the operating agreement, such member shall have the rights of an assignee of the withdrawn member's interest in the limited liability company.  The withdrawn member shall be entitled to receive any distributions to which he is entitled upon such event of withdrawal under the provisions of the operating agreement.  If the operating agreement does not provide for the amount of or a method for determining the distribution, if any, to which a withdrawn member is entitled, the withdrawn member shall be entitled, except in the case of an event of withdrawal pursuant to subsection 2 of section 347.123, to receive from the^** limited liability company, upon demand for such distribution made by or on behalf of such withdrawn member within one hundred eighty days after such event of withdrawal and subject to the limitation set forth in section 347.109, the fair value of such withdrawn member's interest in the limited liability company as of the date of withdrawal based upon such withdrawn member's right to share in distributions from the limited liability company as an ongoing operation.  If such demand is not made on a timely basis, the limited liability company may, except as provided in the operating agreement, purchase the withdrawn member's interest in the limited liability company, for the fair value of such withdrawn member's interest in the limited liability company determined as of the date of withdrawal based upon such withdrawn member's right to share in distributions from the limited liability company as an ongoing operation, at any time, upon thirty days' written notice from the limited liability company to the withdrawn member, such withdrawn member's personal representatives, successors or assigns.  In any event, if such event of withdrawal violated the operating agreement:

(1)  The goodwill of the limited liability company's business shall be excluded in determining the fair value of the withdrawn member's interest;

(2)  In addition to any remedies otherwise available under applicable law, the amount payable to the withdrawn member shall be reduced by any damages suffered by the limited liability company or its members as a result of the withdrawn member's breach of the operating agreement; and

(3)  The limited liability company may defer payment of the amount the withdrawn member is entitled to receive for such period, and shall secure the same by such collateral, as may be approved by a court, in order to prevent unreasonable hardship to the limited liability company.

3.  The provisions of this section apply to all limited liability companies in existence on the effective date of this section^*, unless such limited liability company elects otherwise by the written agreement of all its members.

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(L. 1993 S.B. 66 & 20 § 359.758, A.L. 1997 H.B. 655 merged with S.B. 170)

*Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)

**Word "the" does not appear in original rolls.

---- end of effective  24 Jun 1997 ----

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