Acts Triggering Dissolution

Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:

  • An event specified in writing in the articles or operating agreement
  • Consent of the number or percentage of members specified in the operating agreement
  • An event that makes it unlawful for all or substantially all of the business of the LLC to be continued, unless the illegality is cured within 90 days
  • On application by a member or a dissociated member, upon entry of a judicial decree that:
    • The economic purpose of the company is likely to be unreasonably frustrated
    • 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;
    • It is not otherwise reasonably practicable to carry on the company’s business in conformity with the articles of organization and the operating agreement
    • The company failed to purchase the petitioner’s distributional interest
    • The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent with respect to the petitioner
    • On application by a transferee of a member’s interest, a judicial determination that it is equitable to wind up the company’s business.
    • Administrative dissolution