(a) General rule.--If a person is dissociated as a member:
(1) the person's rights as a member terminate;
(2) if the company is member-managed, the person's duties and obligations under section 8849.1 (relating to standards of conduct for members) as a member end with regard to matters arising and events occurring after the person's dissociation; and
(3) subject to sections 8844(e) (relating to sharing of and right to distributions before dissolution) and 8854 (relating to power of personal representative of deceased member) and Chapter 3 (relating to entity transactions), any transferable interest owned by the person in the person's capacity as a member immediately before dissociation as a member is owned by the person solely as a transferee.
(b) Existing obligations not discharged.--A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.
Cross References. Section 8863 is referred to in section 8812 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 88 - Limited Liability Companies
Section 8811 - Short title and application of chapter
Section 8813 - Knowledge and notice
Section 8815 - Contents of operating agreement
Section 8816 - Application of operating agreement
Section 8817 - Amendment and effect of operating agreement
Section 8818 - Characteristics of limited liability company
Section 8821 - Formation of limited liability company and certificate of organization
Section 8822 - Amendment or restatement of certificate of organization
Section 8823 - Signing of filed documents
Section 8825 - Registered office
Section 8831 - Status of member or manager as agent
Section 8832 - Certificate of authority
Section 8833 - Certificate of denial
Section 8834 - Liability of members and managers
Section 8835 - Taxation of limited liability companies
Section 8841 - Becoming a member
Section 8842 - Form of contribution
Section 8843 - Liability for contributions
Section 8844 - Sharing of and right to distributions before dissolution
Section 8845 - Limitations on distributions
Section 8846 - Liability for improper distributions
Section 8847 - Management of limited liability company
Section 8848 - Reimbursement, indemnification, advancement and insurance
Section 8849.1 - Standards of conduct for members
Section 8849.2 - Standards of conduct for managers
Section 8850 - Rights to information
Section 8851 - Nature of transferable interest
Section 8852 - Transfer of transferable interest
Section 8854 - Power of personal representative of deceased member
Section 8861 - Events causing dissociation
Section 8862 - Power to dissociate and wrongful dissociation
Section 8863 - Effects of dissociation
Section 8871 - Events causing dissolution
Section 8872 - Winding up and filing of certificates
Section 8874 - Known claims against dissolved limited liability company
Section 8875 - Other claims against dissolved limited liability company
Section 8876 - Court proceedings
Section 8877 - Disposition of assets in winding up
Section 8878 - Voluntary termination by members or organizers
Section 8881 - Direct action by member
Section 8882 - Derivative action
Section 8883 - Eligible plaintiffs and security for costs
Section 8884 - Special litigation committee
Section 8885 - Proceeds and expenses
Section 8891 - Application and effect of subchapter
Section 8893 - Benefit company status
Section 8895 - Standard of conduct for members
Section 8896 - Standard of conduct for managers and officers