Indiana 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:

For companies created on or before June 30, 1999:

  • At the time or upon the occurrence of events specified in writing in the articles or operating agreement
  • Written consent of all the members
  • The dissociation of a member, unless all remaining members consent to continue the business of the LLC within ninety (90) days after the dissociation or as otherwise provided in writing in the articles of organization or operating agreement
  • Entry of a judicial order

For LLC’s formed after June 30, 1999:

  • At the time or upon the occurrence of events specified in writing in the articles or operating agreement
  • If there is one (1) class or group of members, written consent of two-thirds (2/3) in interest of the members or, if there is more than one (1) class or group of members, written consent of two-thirds (2/3) in interest of each class or group of members
  • Entry of a decree of judicial dissolution
  • The dissociation of the final member unless, under a provision in the operating agreement, not more than ninety (90) days after dissociation, the personal representative of the last remaining member agrees in writing:
    • To continue the business of the LLC
    • To the admission of the personal representative or the personal representative’s nominee or designee to the LLC as a member; effective as of the time of the event that caused the last remaining member to cease to be a member

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