N.D. Cent. Code § 10-32.1-48

10-32.1-48. Events causing dissociation

A person is dissociated as a member from a limited liability company when:

1. The company has notice of the express will of the person to withdraw as a member,

but, if the person specified a withdrawal date later than the date the company had

notice, then on that later date;

2. An event stated in the operating agreement as causing the dissociation of the person

occurs;

3. The person is expelled as a member pursuant to the operating agreement;

4. The person is expelled as a member by the unanimous consent of the other members

if:

a. It is unlawful to carry on the activities of the company with the person as a

member;

b. There has been a transfer of all of the transferable interest of the person in the

company, other than:

(1) A transfer for security purposes; or

(2) A charging order in effect under section 10-32.1-45 which has not been

foreclosed;

c. The person is a corporation and, within ninety days after the company notifies the

person that it will be expelled as a member because:

(1) The person has filed articles of dissolution or the equivalent;

(2) Its charter has been revoked;

(3) Its right to conduct business has been suspended by the jurisdiction of its

incorporation;

(4) The articles of dissolution have not been revoked; or

(5) Its charter or right to conduct business has not been reinstated; or

d. The person is a limited liability company or partnership that has been dissolved

and whose business is being wound up;

5. On application by the company, the person is expelled as a member by judicial order

because the person:

a. Has engaged, or is engaging, in wrongful conduct that has adversely and

materially affected, or will adversely and materially affect, the activities of the

company;

b. Has willfully or persistently committed, or is willfully and persistently committing, a

material breach of the operating agreement or the duties or obligations of the

person under section 10-32.1-41; or

c. Has engaged, or is engaging, in conduct relating to the activities of the company

which makes it not reasonably practicable to carry on the activities with the

person as a member;

6. In the case of a person who is an individual:

a. The individual dies; or

b. In a member-managed limited liability company:

(1) A guardian or general conservator for the individual is appointed; or

(2) There is a judicial order that the individual has otherwise become incapable

of performing the duties of the individual as a member under this chapter or

the operating agreement;

7. In a member-managed limited liability company, the person:

a. Becomes a debtor in bankruptcy;

b. Executes an assignment for the benefit of creditors; or

c. Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or

liquidator of the person or of all or substantially all of the property of the person;

8. In the case of a person that is a trust or is acting as a member by virtue of being a

trustee of a trust, the entire transferable interest of the trust in the company is

distributed;

9. In the case of a person that is an estate or is acting as a member by virtue of being a

personal representative of an estate, the entire transferable interest of the estate in the

company is distributed;

10. In the case of a member that is not an individual, partnership, limited liability company,

corporation, trust, or estate, the termination of the member;

11. The company participates in a merger under sections 10-32.1-55 through 10-32.1-71,

if:

a. The company is not the surviving entity; or

b. Otherwise as a result of the merger, the person ceases to be a member;

12. The company participates in a conversion under sections 10-32.1-61 through

10-32.1-71;

13. The company participates in a domestication under sections 10-32.1-67 through

10-32.1-71, if, as a result of the domestication, the person ceases to be a member; or

14. The company terminates.