§ 48-3a-701 — Events causing dissolution.

A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1) an event, circumstance, or date that the certificate of organization or operating agreement states causes dissolution;
(2) the consent of all the members;
(3) the passage of 90 consecutive days during which the limited liability company has no members unless:
(3)(a) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
(3)(b) at least one person becomes a member in accordance with the consent;
(4) upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that:
(4)(a) the conduct of all or substantially all of the limited liability company's activities and affairs is unlawful; or
(4)(b) it is not reasonably practicable to carry on the limited liability company's activities and affairs in conformity with the certificate of organization and the operating agreement;
(5) upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that the managers or those members in control of the limited liability company:
(5)(a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(5)(b) have acted, are acting, or will act in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
(6) the signing and filing of a statement of administrative dissolution by the division under Subsection 48-3a-708(3).

Legislative History

Amended by Chapter 165, 2024 General Session