Wealth Management Services Ltd.- Antigua & Barbuda Managment

(1) Unless otherwise provided in an operating agreement, a member may not withdraw without the consent of all members.
(2) If a member attempts to withdraw, the limited liability company may purchase the member’s interest and the member shall sell his or her interest to the company at a price equal to the lesser of
- (a) the sum of the withdrawing member’s capital contributions; and
- (b) the value of the withdrawing member’s capital account.
(3) The price shall be paid in cash to the withdrawing member within one hundred and eighty days of withdrawal and constitutes full liquidation of the member’s capital account and membership interest.
(4) Unless the operating agreement provides otherwise, if the withdrawing member has not received full payment for his or her interest within one hundred and eighty days, he or she shall have the right to enter into a buy-sell agreement with a third party for the sale of his or her member interest, provided the agreement is approved by the unanimous consent of the remaining members.
(5) An attempt at withdrawal that does not comply with this section has no effect other than that the member attempting to withdraw shall lose his or her right to vote.

51. Involuntary transfers

(1) A member whose interest is disturbed by any of the events set out in subsection (2) shall remain a member of the limited liability company for all purposes and the trustee, creditor or other person acquiring an order or writ shall be treated as an assignee and nothing more.
(2) The events referred to in subsection (1) are:
- (a) an assignment for the benefit of creditors;
- (b) adjudication as bankrupt or insolvent;
- (c) the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of his or her property;
- (d) levy, execution, garnishment, attachment, charging order or any other similar remedy; and
- (e) Mareva injunction or order or another similar writ or order.
(3) Unless otherwise provided in an operating agreement, a member ceases to be a member
- (a) if the member is an individual, on the death of the member;
- (b) if the member is acting as a member by virtue of being a trustee of a trust, on the termination of the trust but, not merely on the substitution of a new trustee;
- (c) if the member is a general or limited partnership, on the dissolution and commencement of winding up of the partnership, unless the operating agreement permits a partnership to remain a member until it ceases to exist as a legal entity;
- (d) if the member is an entity, on the filing of a certificate or articles of dissolution or its equivalent for the entity or revocation of its charter, unless the operating agreement permits an entity to remain a member until it ceases to exist as a legal entity; and
- (e) if the member is an estate, on the distribution by the fiduciary of the estate's entire interest in the limited liability company, unless the operating agreement permits the estate to remain a member until all persons receiving a distribution of the member's interest have been admitted as members.
(4) Unless otherwise provided in an operating agreement, the person to whom a membership interest is transferred or devolves by operation of law after an event described in subsection (3) shall have only the rights of an assignee unless substituted as a member under section 47.

52. Expulsion of a member

(1) A member may be expelled from membership in a limited liability company by vote of the other members if
- (a) the member materially breaches an operating agreement and fails to cure the breach within a reasonable time after receiving notice of the breach;
- (b) the member is convicted of a crime for which the penalty on conviction is at least two years imprisonment;
- (c) the member engages in fraudulent or illegal actions in relation to the business or internal affairs of the limited liability company; or
- (d) the member defaults in performance or fails to comply with any agreements, obligations or undertakings of a member as set forth in an operating agreement.
(2) Immediately upon expulsion, an expelled member ceases to be a member, ceases to have any right, duty or liability as a member and
- (a) in a dissolution, is entitled to the return of his or her capital account in the limited liability company only after all the other members have received a full distribution of the amount in their capital accounts;
- (b) on termination, the member’s interests in the profits and losses of the limited liability company and the affiliated voting rights and rights to distributions are reallocated to the non-defaulting members in proportion to the balance of their capital accounts on the date of termination; and
- (c) continues to have the duty to maintain the confidentiality of confidential information.
(3) A member may be expelled from membership in the limited liability company by the affirmative vote of a majority in interest of the members as provided in Section 56. The requirements for a quorum and a majority of the members with respect to such a vote shall be calculated disregarding the majority interest of the member whose expulsion is the subject of the vote.

53. Sale of interest by former members
The company may, at its sole discretion, purchase the interest of an expelled member for its fair market value, after taking into account section 52, and on other reasonable purchase terms.

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