Indiana § 23-18-9-1.1 Circumstances requiring dissolution; companies formed after June 30,
1999

Indiana Statutes

§ 23-18-9-1.1 — Circumstances requiring dissolution; companies formed after June 30, 1999

Indiana § 23-18-9-1.1

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 18LIMITED LIABILITY COMPANIES

Ch. 9Voluntary Dissolution

This text of Indiana § 23-18-9-1.1 (Circumstances requiring dissolution; companies formed after June 30, 1999) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-18-9-1.1 (2026).

Text

1.

(a)A limited liability company formed under this article after June 30, 1999, is governed by this section.

(b)A limited liability company is dissolved and the limited liability company's affairs must be wound up when the first of the following occurs:

(1)At the time or on the occurrence of events specified in writing in the articles of organization or operating agreement.

(2)Subject to IC 23-18-4-4(a)(4)(A), for a limited liability company:

(A)formed under this article after June 30, 2013, the unanimous consent of the members, unless a written operating agreement provides that dissolution may be authorized by the vote of members holding fewer than all the interests in the limited liability company or holding fewer than all interests in one (1) or more classes of members; or

(B)for

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1. (a) A limited liability company formed
under this article after June 30, 1999, is governed by this section.
(b) A limited liability company is dissolved and the limited liability
company's affairs must be wound up when the first of the following
occurs:
(1) At the time or on the occurrence of events specified in writing
in the articles of organization or operating agreement.
(2) Subject to IC 23-18-4-4(a)(4)(A), for a limited liability
company:
(A) formed under this article after June 30, 2013, the
unanimous consent of the members, unless a written operating
agreement provides that dissolution may be authorized by the
vote of members holding fewer than all the interests in the
limited liability company or holding fewer than all interests in
one (1) or more classes of members; or
(B) formed under this article after June 30, 1999, and before
July 1, 2013, if there is:
(i) one (1) class or group of members, written consent of
two-thirds (2/3) in interest of the members; or
(ii) more than one (1) class or group of members, written
consent of two-thirds (2/3) in interest of each class or group
of members.
(3) Entry of a decree of judicial dissolution under section 2 of this
chapter.
(c) Except as provided in IC 23-18-6-4.1(c), upon the death of the
member of a limited liability company that had one (1) member, a
limited liability company is dissolved and the limited liability
company's affairs must be wound up if there are no members. However,
this subsection does not apply if, under a provision in the operating
agreement, not more than ninety (90) days after the occurrence of the
event that caused the last remaining member to cease to be a member,
either:
(1) the personal representative of the last remaining member
agrees in writing:
(A) to continue the business of the limited liability company;
and
(B) to the admission of the personal representative or the
personal representative's nominee or designee to the limited
liability company as a member; or
(2) a member is admitted to the limited liability company in the
manner provided for in the operating agreement specifically for
the admission of a member to the limited liability company after
the last remaining member ceases to be a member;
effective as of the time of the event that caused the last remaining
member to cease to be a member.