New Jersey § 42:2c-46

§ 42:2c-46.

Events Causing Dissociation. A person is dissociated as a member from a limited liability company when: a. The company has notice of the person's express will to withdraw as a member, but,

if the person specified a withdrawal date later than the date the company had notice,

on that later date; b. An event stated in the operating agreement as causing the person's dissociation

occurs; c. The person is expelled as a member pursuant to the operating agreement; d. The person is expelled as a member by the unanimous consent of the other members

if: (1) it is unlawful to carry on the company's activities with the person as a member; (2) there has been a transfer of all of the person's transferable interest in the

company, other than: (a) a transfer for security purposes; or (b) an order in effect under section 43 of this act 1 ; (3) the person is a corporation and, within 90 days after the company notifies the

person that it will be expelled as a member because the person has filed a certificate

of dissolution or the equivalent, its charter has been revoked, or its right to conduct

business has been suspended by the jurisdiction of its incorporation, the certificate

of dissolution has not been revoked or its charter or right to conduct business has

not been reinstated; or (4) the person is a limited liability company or partnership that has been dissolved

and whose business is being wound up; e. On application by the company, the person is expelled as a member by judicial order

because the person: (1) has engaged, or is engaging, in wrongful conduct that has adversely and materially

affected, or will adversely and materially affect, the company's activities; (2) has willfully or persistently committed, or is willfully and persistently committing,

a material breach of the operating agreement or the person's duties or obligations

under section 39 of this act; 2 or (3) has engaged, or is engaging, in conduct relating to the company's activities which

makes it not reasonably practicable to carry on the activities with the person as

a member; f. In the case of a person who is an individual: (1) the person dies; or (2) in a member-managed limited liability company: (a) a guardian or general conservator for the person is appointed; or (b) there is a judicial order that the person has otherwise become incapable of performing

the person's duties as a member under this act or the operating agreement; g. In a member-managed limited liability company, the person: (1) becomes a debtor in bankruptcy; (2) executes an assignment for the benefit of creditors; or (3) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or

liquidator of the person or of all or substantially all of the person's property; h. In the case of a person that is a trust or is acting as a member by virtue of being

a trustee of a trust, the trust's entire transferable interest in the company is distributed; i. In the case of a person that 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 company is distributed; j. In the case of a member that is not an individual, partnership, limited liability

company, corporation, trust, or estate, the termination of the member; k. The company participates in a merger under Article 10 (sections 73 through 87 of

this act) 3 if: (1) the company is not the surviving entity; or (2) otherwise as a result of the merger, the person ceases to be a member; l . The company participates in a conversion under Article 10 (sections 73 through 87

of this act); m. The company participates in a domestication under Article 10 (sections 73 through

87 of this act), if, as a result of the domestication, the person ceases to be a member;

or n. The company terminates. 1

L.2012, c. 50 (N.J.S.A. § 42:2C-43). 2

L.2012, c. 50 (N.J.S.A. § 42:2C-39). 3

L.2012, c. 50 (N.J.S.A. §§ 42:2C-73 through 42:2C-87).