S.C. Code Ann. § 33-43-803 – [Repealed eff January 1, 2001] Member's wrongful dissociation | Midpage
§ 33-43-803
S.C. Code Ann. § 33-43-803
[Repealed eff January 1, 2001] Member's wrongful dissociation
(A) A member's dissociation is wrongful only if:
(1) it is in breach of a written provision of the operating agreement; or
(2) before the expiration of the stated duration of the limited liability company the member withdraws by express will as provided in Section 33-43-802(A)(1), unless either: (i) the withdrawal follows the dissociation of another member which results in a dissolution of the limited liability company under Section 33-43-901, or (ii) the withdrawal is permitted by a written provision of the operating agreement;
(3) the member is expelled by judicial decree;
(4) the member is removed as a member in accordance with an operating agreement as provided in Section 33-43-802(A)(3)(a); or,
(5) in the case of a member who is not an individual, trust, other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated.
(B) A wrongfully dissociating member is liable to the limited liability company and to the other members for damages caused by the dissociation including the reasonable costs of obtaining replacement of the services the withdrawn member was obligated to perform. The limited liability company may offset the damages against the amount otherwise distributable to the wrongfully dissociating member in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law.