347.121. Withdrawal of member, how effected--withdrawal in violation of operating agreement--consequences of withdrawal.

MISSOURI STATUTES AND CODES

347.121. Withdrawal of member, how effected--withdrawal in violation of operating agreement--consequences of withdrawal.

Withdrawal of member, how effected--withdrawal in violation ofoperating agreement--consequences of withdrawal.

347.121. 1. A member may withdraw from a limited liability companyat the time or upon the events specified in writing in the operatingagreement, or at any time upon giving ninety days' prior written notice ofwithdrawal to the other members but, if the withdrawal violates a writtenprovision in the operating agreement, the limited liability company mayrecover from the withdrawing member damages for breach of the operatingagreement and offset the damages against the amount otherwise distributableto the withdrawing member in accordance with section 347.103.

2. Except as otherwise provided in the operating agreement, upon theoccurrence of an event of withdrawal of a member, the withdrawn membershall have no further duty to the limited liability company except for theduty to account to the limited liability company for any profit or benefitderived by such person without the informed consent of more than one-halfby number of disinterested managers or members from any transactionconnected with the conduct of the business and affairs of the limitedliability company prior to the event of withdrawal, or from any personaluse by such person of the property of the limited liability company,including confidential or proprietary information of the limited liabilitycompany or other matters entrusted to such person as a result of suchmember's status as a manager or member.

3. Except as otherwise provided in the operating agreement, upon thewithdrawal of a member, the withdrawn member shall have no further right toparticipate in the management and affairs of the limited liability companyand shall have only the rights of an assignee of the withdrawn member'sinterest in the limited liability company.