Idaho State Statutes - Idaho Attorney Directory

(1) A person ceases to be a member of a
limited liability company upon the occurrence of one (1) or more of the
following events:
(a) The member withdraws by voluntary act from the limited liability
company as provided in subsection (3) of this section;
(b) This member ceases to be a member of the limited liability company as
provided in section 53-638, Idaho Code;
(c) The member is removed as a member:
(i) In accordance with an operating agreement; or
(ii) Unless otherwise provided in writing in an operating agreement,
when the member assigns all of his interest in the limited liability
company, by an affirmative vote of a majority of the members who have
not assigned their interests;
(d) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, the member (i) makes an
assignment for the benefit of creditors; (ii) files a voluntary petition
in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a
petition or answer seeking for the member any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief
under any statute, law or regulation; (v) files an answer or other
pleading admitting or failing to contest the material allegations of a
petition filed against the member in any proceeding of this nature; or
(vi) seeks, consents to, or acquiesces to the appointment of a trustee,
receiver or liquidator of the member or of all or any substantial part of
the member's properties;
(e) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, if within one hundred
twenty (120) days after the commencement of any proceeding against the
member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or
regulation, the proceeding has not been dismissed, or if within one
hundred twenty (120) days after the appointment without his consent or
acquiescence of a trustee, receiver or liquidator of the member or of all
or any substantial part of his properties, the appointment is not vacated
or stayed or if within one hundred twenty (120) days after the expiration
of any stay, the appointment is not vacated;
(f) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, in the case of a member
who is an individual;
(i) The member's death; or
(ii) The entry of an order by a court of competent jurisdiction
adjudicating the member incompetent to manage his person or estate;
(g) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, in the case of a member
who is a trust or is acting as a member by virtue of being a trustee of a
trust, the termination of the trust, but not merely the substitution of a
new trustee;
(h) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, in the case of a member
that is a separate limited liability company, the dissolution and
commencement of winding up of the separate limited liability company;
(i) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, in the case of a member
that is a corporation, the filing of articles of dissolution or forfeiture
of its corporate powers or right to do business;
(j) Unless otherwise provided in writing in an operating agreement or by
the written consent of all members at the time, in the case of an estate,
the distribution by the fiduciary of the estate's entire interest in the
limited liability company; or
(k) In the case of a professional services limited liability company,
restrictions or limitations are placed upon a member's ability to continue
to render professional services as described in section 53-615(5), Idaho
Code.
(2) The members may provide in writing in an operating agreement for
other events the occurrence of which shall result in a person ceasing to be a
member of the limited liability company.
(3) Unless an operating agreement provides in writing that a member has
no power to withdraw by voluntary act from a limited liability company, the
member may do so at any time by giving thirty (30) days' written notice to the
other members, or such other notice as is provided for in writing in an
operating agreement. If the member has the power to withdraw but the
withdrawal is a breach of an operating agreement, or the withdrawal occurs as
a result of otherwise wrongful conduct of the member, the limited liability
company may recover from the withdrawing member damages for breach of the
operating agreement or as a result of the wrongful conduct, including the
reasonable costs of obtaining replacement of the services the withdrawn member
was obligated to perform and may offset the damages against the amount
otherwise distributable to him, in addition to pursuing any remedies provided
for in an operating agreement or otherwise available under applicable law.
Unless otherwise provided in an operating agreement, in the case of a limited
liability company for a definite term or particular undertaking, a withdrawal
by a member before the expiration of that term is a breach of the operating
agreement.

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