SECTION 605.0601. Power to dissociate as member; wrongful dissociation.
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1(1) 2A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 28605.0602(1)29. 30(2) 31A person’s dissociation as a member is wrongful only if the dissociation:43(a) 44Is in breach of an express provision of the operating agreement; or
56(b) 57Occurs before completion of the winding up of the company, and:681. 69The person withdraws as a member by express will;
782. 79The person is expelled as a member by judicial order under s. 91605.0602(6); 1014. 102In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
139(3) 140A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 159605.0801, 160to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members. 192(4) 193Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned before the dissolution and winding up of the limited liability company.
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