Acts Triggering Dissolution

A LLC is dissolved upon the happening of any one of the following events:

  • Upon the happening of an event specified in the articles or operating agreement
  • At the time specified by the unanimous consent of the members
  • Entry of a judicial order
  • Unless otherwise provided in the operating agreement, when the LLC has no members for 90 consecutive days

If within 90 days the LLC has no remaining members, the LLC will not be dissolved or required to wind up its affairs so long as:

  • The last remaining member’s personal representative or successor agrees in writing to continue the LLC and to be admitted as a member or to appoint a designee as a member; or
  • A member is admitted to the LLC as set forth in the operating agreement effective as of the time the last remaining member ceased to be a member under a provision in the operating agreement that provides for the admission of a member after there are no remaining members