Acts Triggering Dissolution

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

  • The expiration of the period fixed, if any, for the duration of the limited liability company;
  • By court order
  • By action of the organizers or members
  • Before July 1, 1999, except as provided in the articles or operating agreement, upon the occurrence of an event that terminates the continued membership of a member in the LLC, unless:
    • There is at least one remaining member and the existence and business of the LLC is continued by the consent of all the remaining members obtained no later than 90 days; or
    • The membership of the last or sole member terminates and the legal representative of that last or sole member causes the LLC to admit at least one member
  • After June 30, 1999, upon the occurrence of an event terminating the continued membership of a member in the LLC:
    • If the articles or operating agreement specifically provide that the termination causes dissolution and in that event only as provided in the articles or member-control agreement; or
    • If the membership of the last or sole member terminates and the legal representative of that last or sole member does not cause the LLC to admit at least one member within 180 days after the termination
  • A merger in which the limited liability company is not the surviving organization; or
  • When terminated by the secretary of state pursuant to section 10-32-149