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Arizona Revised Statutes Title 29. Partnership § 29-3601. Power to dissociate as member; wrongful dissociation

Current as of January 01, 2025 | Updated by Findlaw Staff

A. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 29-3602, paragraph 1.

B. A person's dissociation as a member is wrongful only if the dissociation either:

1. Is in breach of an express provision of the operating agreement.

2. Occurs before the completion of the winding up of the limited liability company and either:

(a) The person is expelled as a member by judicial order under § 29-3602, paragraph 5.

(b) The person is dissociated under § 29-3602, paragraph 7.

C. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to § 29-3807, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members. The company may offset its damages against any amount otherwise distributable to the person.

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Cite this article: FindLaw.com - Arizona Revised Statutes Title 29. Partnership § 29-3601. Power to dissociate as member; wrongful dissociation - last updated January 01, 2025 | https://codes.findlaw.com/az/title-29-partnership/az-rev-st-sect-29-3601/

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