1A person is dissociated as a member if any of the following occur:14(1) 15The 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.
49(2) 50An event stated in the operating agreement as causing the person’s dissociation occurs.
63(3) 64The person’s entire interest is transferred in a foreclosure sale under s. 76605.0503(5)77. 78(4) 79The person is expelled as a member pursuant to the operating agreement.
91(5) 92The person is expelled as a member by the unanimous consent of the other members if any of the following occur:113(a) 114It is unlawful to carry on the company’s activities and affairs with the person as a member.
131(b) 132There has been a transfer of the person’s entire transferable interest in the company other than:1481. 149A transfer for security purposes; or
1552. 156A charging order in effect under s. 163605.0503 164which has not been foreclosed. 169(c) 170The person is a corporation and:1761. 177The company notifies the person that it will be expelled as a member because the person has filed articles or a certificate of dissolution or the equivalent, the person has been administratively dissolved, its charter or equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of its formation; and
2352. 236Within 90 days after the notification, the articles or certificate of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated.
267(d) 268The person is an unincorporated entity that has been dissolved and whose business is being wound up.
285(6) 286On application by the company or a member in a direct action under s. 300605.0801, 301the person is expelled as a member by judicial order because the person:314(a) 315Has 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;
340(b) 341Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under s. 366605.04091; 367or 368(c) 369Has 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.
402(7) 403In the case of an individual:409(a) 410The individual dies; or
414(b) 415In a member-managed limited liability company:4211. 422A guardian or general conservator for the individual is appointed; or
4332. 434There is a judicial order that the individual has otherwise become incapable of performing the individual’s duties as a member under this chapter or the operating agreement.
461(8) 462In a member-managed limited liability company, the person:470(a) 471Becomes a debtor in bankruptcy;
476(b) 477Executes an assignment for the benefit of creditors; or
486(c) 487Seeks, 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.
513(9) 514In 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 company is distributed.
554(10) 555In the case of a person that is an estate or is acting as a member by virtue of being a legal representative of an estate, the estate’s entire transferable interest in the company is distributed.
591(11) 592In the case of a person that is not an individual, the existence of the person terminates.
609(12) 610The company participates in a merger under ss. 618605.1021619-620605.1026 621and:622(a) 623The company is not the surviving entity; or
631(b) 632Otherwise as a result of the merger, the person ceases to be a member.
646(13) 647The company participates in an interest exchange under ss. 656605.1031657-658605.1036, 659and the person ceases to be a member. 667(14) 668The company participates in a conversion under ss. 676605.1041677-678605.1046, 679and the person ceases to be a member. 687(15) 688The company dissolves and completes winding up.
