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Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 8862. Power to dissociate and wrongful dissociation

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) Power to dissociate.--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 section 8861(1) (relating to events causing dissociation).

(b) Wrongful dissociation.--A person's dissociation as a member is wrongful only if the dissociation:

(1) is in breach of an express provision of the operating agreement;  or

(2) occurs before the completion of the winding up of the limited liability company and:

(i) the person withdraws as a member by express will;

(ii) the person is expelled as a member by judicial order under section 8861(6);

(iii) the person is dissociated under section 8861(8);  or

(iv) the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated, except that this subparagraph does not apply to a person that is:

(A) a trust that is not a business or statutory trust;

(B) an estate;  or

(C) an individual.

(c) Damages for wrongful dissociation.--A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 8881 (relating to direct action by member), 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.

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Cite this article: FindLaw.com - Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 8862. Power to dissociate and wrongful dissociation - last updated January 01, 2026 | https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-8862/

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