Delaware LLC Dissolution

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:

  • Upon the happening of an event specified in the LLC company agreement (operating agreement)
  • At a time specified in the LLC company agreement (operating agreement), but if no time is set forth, then the LLC will have a perpetual existence
  • The affirmative vote or written consent of the members, or if there is more than 1 class or group of members, then by each class or group of members, in either case, by members who own more than two- thirds of the then-current percentage or other interest in the profits of the LLC either in total or by class or group, unless otherwise provided in the company agreement (operating agreement)
  • At a time there are no members:
    • Unless otherwise provided in the LLC company agreement, within 90 days (or other time provided in the company agreement) after the final member terminates membership, the personal representative of the last member agrees in writing to continue the business of the LLC and to admit himself or nominate or designate a person to be member
    • Unless a member is admitted in accordance with admission provisions in the company agreement within 90 days, or other period provided in the company agreement, after the final member terminates membership
    • Entry of a judicial order
  • The death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or any other event that terminates the continued membership of any member shall not cause the LLC to dissolve or wind up, unless otherwise provided in the company agreement

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