Exit Strategies in LLC Agreements: Member Withdrawal, Resignation or Disassociation

Structuring Exit Mechanisms to Maximize LLC Value and Uphold Member Fiduciary Obligations

Recording of a 90-minute CLE webinar with Q&A

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Conducted on Thursday, March 16, 2017

Recorded event now available

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Course Materials

This CLE course will guide corporate counsel in navigating the challenges associated with a member’s withdrawal from an LLC. The panel will discuss common reasons for resignation or withdrawal, raise issues and offer solutions for all LLC members, and provide best practices for drafting exit provisions in LLC agreements


Withdrawal, resignation and dissociation are terms that are uniquely dealt with in LLCs. Counsel advising members considering withdrawal and LLCs that are facing the withdrawal of a member must evaluate and advise their clients of the effect of the withdrawal for the resigning member and the LLC.

Our panel will draw on their experiences and case studies to explain various scenarios of member withdrawal and related issues, as well as liability for the LLC. You will learn approaches for structuring LLC exit provisions to mitigate problems that arise when a member withdraws.

Listen as our authoritative panel of corporate attorneys examines the circumstances under which an LLC member has the right to resign and the effect of the withdrawal on the remaining members and the LLC.



  1. Common reasons for LLC member resignation or withdrawal
  2. Common questions regarding member withdrawal
  3. Recent case law on LLC member exit
  4. Best practices for drafting exit mechanisms in LLC agreements


The panel will review these and other key issues:

  • What are good reasons for withdrawal?
  • Can an LLC member voluntarily withdraw?
  • Can a withdrawing member force the LLC to buy out his or her interest?
  • Can an LLC force the sale of a withdrawn member’s interest?
  • What are the rights of the withdrawing member?
  • What is the effect of the withdrawal on the LLC and the withdrawing member?
  • What are some practice tips for counsel dealing with the possibility of withdrawal?


Maxwell, Michael
Michael P. Maxwell

Potter Anderson & Corroon

Mr. Maxwell provides advice to clients on matters of Delaware corporate and business law for transactions involving...  |  Read More

Michael W. Whittaker
Michael W. Whittaker

Potter Anderson & Corroon

Mr. Whittaker's practice focuses on commercial, business, general corporate, and contractual transactions. He...  |  Read More

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