§ 35-8-902 — Judicial Dissolution

35-8-902 . Judicial dissolution. (1) On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when:
(a) the economic purpose of the company is likely to be unreasonably frustrated;
(b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member remaining as a member;
(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;
(d) the company failed to purchase the petitioner's distributional interest as required by 35-8-805 ; or
(e) the members or managers in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner.
(2) On application by a transferee of a member's interest, a district court may determine that it is equitable to wind up the company's business:
(a) after the expiration of the specified term, if the company was for a specified term at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or
(b) at any time, if the company was at will at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.
(3) Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company.

Legislative History

En. Sec. 47, Ch. 120, L. 1993; amd. Sec. 38, Ch. 302, L. 1999; amd. Sec. 13, Ch. 183, L. 2013.