(a) A member may only withdraw from a close limited liability company upon the terms and conditions set forth in the operating agreement. If no terms and conditions for withdrawal of a member are set forth in the company’s operating agreement, a member may withdraw only with the consent of all other members of the company.
(b) A member shall not receive out of close limited liability company property any part of his or its contribution to capital unless:
(i) All liabilities of the company, except liabilities to members on account of their contributions to capital, have been paid or there remains property of the company sufficient to pay them; and (ii) All members consent to such return of contributions to capital; and either:
(A) The company is dissolved; or (B) The articles of organization or operating agreement of the company otherwise provide for the return of contributions to capital.
(iii) Repealed By Laws 2008, Ch. 116, § 2.
(iv) Repealed By Laws 2008, Ch. 116, § 2.
(c) In the absence of a statement in the articles of organization to the contrary or the consent of all members of the close limited liability company, a member, irrespective of the nature of his or its contribution, has only the right to demand and receive cash in return for his or its contribution to capital.
(d) A member of a close limited liability company may not have the company dissolved for a failure to return his or its contribution to capital.