The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations


Sub-Chapter 06: Member's Dissociation

11 V.S.A. § 3082. Member's power to dissociate; wrongful dissociation

§ 3082. Member's power to dissociate; wrongful dissociation

(a) A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision (1) of section 3081 of this title; but in the case of an at-will limited liability company, upon not less than 90 days' advance written notice to the company and other members.

(b) A member's dissociation from a limited liability company is wrongful only if:

(1) it is in breach of an express provision of the operating agreement or articles of organization or this chapter, including the failure to provide timely written notice of withdrawal from an at-will limited liability company under subsection (a) of this section; or

(2) before the expiration of a minimum term set for this purpose in the articles of organization or the operating agreement of a term limited liability company:

(A) the member withdraws by express will;

(B) the member is expelled by judicial determination under subdivision (5) of section 3081 of this title;

(C) the member is dissociated by becoming a debtor in bankruptcy; or

(D) in the case of a member who is not an individual, trust other than a business trust or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.

(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.

(d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the dissociated member after the dissociation. (Added 1995, No. 179 (Adj. Sess.), § 4.)