347.123. Cessation of membership, events of withdrawal.

MISSOURI STATUTES AND CODES

347.123. Cessation of membership, events of withdrawal.

Cessation of membership, events of withdrawal.

347.123. A person ceases to be a member of a limitedliability company upon the happening of any of the followingevents of withdrawal:

(1) The member withdraws from the limited liability companyas provided in section 347.121;

(2) Unless otherwise provided in the operating agreement orby the specific written consent of all members at the time, themember assigns all of his interest in the limited liabilitycompany;

(3) The member is expelled as a member in accordance withthe operating agreement;

(4) Unless otherwise provided in the operating agreement orby the specific written consent of all members at the time, themember:

(a) Makes an assignment for the benefit of creditors;

(b) Is the subject of a bankruptcy;

(c) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment,liquidation, or similar relief under any statute, law orregulation or files an answer or other pleading admitting orfailing to contest the material allegations of a petition filedagainst him in a proceeding of such nature; or

(d) Seeks, consents to or acquiesces in the appointment ofa trustee, receiver or liquidator of the member or of all or anysubstantial part of his property;

(5) Unless otherwise provided in the operating agreement orby the specific written consent of all members at the time, onehundred twenty days after the commencement of any proceedingagainst the member seeking reorganization, arrangement,composition, readjustment, liquidation, dissolution or similarrelief under any statute, law or regulation, the proceeding hasnot been dismissed, or if within ninety days after theappointment without his consent or acquiescence of a trustee,receiver or liquidator of the member or of all or any substantialpart of his property, the appointment is not vacated or stayed,or within ninety days after the expiration of any such stay, theappointment is not vacated;

(6) In the case of a member who is a natural person:

(a) His death; or

(b) The entry by a court of competent jurisdictionadjudicating him incompetent to manage his person or his estate;

(7) In the case of a member that is a trust, thetermination of the trust or a distribution of its entire interestin the limited liability company but not merely the substitutionof a new trustee;

(8) In the case of a member that is a general or limitedpartnership, the dissolution and commencement of winding up ofthe partnership or a distribution of its entire interest in thelimited liability company;

(9) In the case of a member that is a corporation, thefiling of articles of dissolution, or their equivalent, for thecorporation or revocation of its charter or a distribution of itsentire interest in the limited liability company;

(10) In the case of a member that is an estate, thedistribution by the fiduciary of the estate's entire interest inthe limited liability company; or

(11) In the case of a member that is a limited liabilitycompany, the filing of articles of dissolution or termination, ortheir equivalent, for the limited liability company or adistribution of its entire interest in the limited liabilitycompany.