Acts That Trigger Dissolution

A limited liability company is dissolved if any of the following happen:

  • An event specified in the operating agreement
  • Consent of the members according to the number or percentage specified in the operating agreement
  • When there is a dissociation of a member or manager, unless either applies:
    • Within 90 days, the business is continued by agreement of the remaining members that would be entitled to receive future or the majority of any distributions if the business were dissolved
    • The LLC is continued under a right to continue stated in the operating agreement
  • An event that makes it unlawful for all or substantially all of the LLC to continue unless the illegality is cured within 90 days of notice of the illegality
  • Court order
  • Upon application by a transferee, a judicial determination that it is equitable to wind up the LLC either:
    • After expiration of the duration of the LLC or
    • At any time if the LLC was at will