490A.704A - RESIGNATION OR WITHDRAWAL OF MEMBER.
490A.704A RESIGNATION OR WITHDRAWAL OF MEMBER. 1. a. This section applies to a limited liability company whose original articles of organization are filed with the secretary of state on or after July 1, 1997. b. This section applies to a limited liability company whose original articles of organization are filed with the secretary of state and effective on or prior to June 30, 1997, if such company's operating agreement provides that it is subject to this section. c. If no provision is made in the operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 1997, is subject to section 490A.704. 2. A member may resign or withdraw from a limited liability company only at the time or upon the happening of an event specified in an operating agreement and pursuant to the operating agreement. 3. Unless an operating agreement provides otherwise, a member may not resign or withdraw from a limited liability company prior to the dissolution and winding up of the limited liability company. However, if the articles of organization or an operating agreement do not specify the time or the events upon the happening of which a member may resign or withdraw, a member may resign or withdraw from the limited liability company in the event any amendment to the articles of organization or operating agreement that is adopted over the member's written dissent adversely affects the rights or preferences of the dissenting member's membership interest in any of the ways described in paragraphs "a" through "e". A resignation or withdrawal in the event of such dissent and adverse effect is deemed to have occurred as of the effective date of the amendment, if the member gives notice to the limited liability company not more than sixty days after the date of the amendment. In valuing the member's distribution pursuant to this subsection, any depreciation in anticipation of the amendment shall be excluded. An amendment that does any of the following is subject to this subsection: a. Alters or abolishes a member's right to receive a distribution. b. Alters or abolishes a member's right to voluntarily withdraw or resign. c. Alters or abolishes a member's right to vote on any matter, except as the rights may be altered or abolished through the acceptance of contributions or the making of contribution agreements. d. Alters or abolishes a member's preemptive right to make contributions. e. Establishes or changes the conditions for or consequences of expulsion. 4. A member withdrawing under this section is not liable for damages for the breach of any agreement not to withdraw. 5. An operating agreement may provide that a membership interest may be assigned prior to the dissolution and winding up of the limited liability company.
Section History: Recent Form 97 Acts, ch 188, §64