§ 35-1

Events causing dissolution and winding up of company's business. (a) A limited liability company is dissolved and its business must be wound up upon the occurrence of any of the following events: (1) An event or circumstance that causes the dissolution of a company by the express terms of the operating agreement. (2) The consent of all members. (3) The passage of 180 consecutive days during which the company has no members. (4) On application by a member or a dissociated member, upon entry of a judicial decree that: (A) the economic purpose of the company has been or is likely to be unreasonably frustrated; (B) the conduct of all or substantially all of the company's activities is unlawful; (C) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement. (5) On application by a member or transferee of a distributional interest, upon entry of a judicial decree that the managers or those members in control of the company: (A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant. (6) Administrative dissolution under Section 35-25. (b) In a proceeding under subdivision (4) or (5) of subsection (a), the court may order a remedy other than dissolution including, but not limited to, a buyout of the applicant's distributional interest.

Legislative History

(Source: P.A. 101-553, eff. 1-1-20 .)