(a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:(1) an event or circumstance that the operating agreement states causes dissolution;(2) the affirmative vote or consent of all the members;(3) the passage of 90 consecutive days during which the company has no members unless before the end of the period:(A) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and(B) at least one person becomes a member in accordance with the consent;(4) on application by a member, the entry by the circuit court of an order dissolving the company on the grounds that:(A) the conduct of all or substantially all the company's activities and affairs is unlawful;(B) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or(C) the managers or those members in control of the company:(i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or(ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or(5) the signing and filing of a statement of administrative dissolution by the Secretary of State under § 4-38-708.
(1) an event or circumstance that the operating agreement states causes dissolution;
(2) the affirmative vote or consent of all the members;
(3) the passage of 90 consecutive days during which the company has no members unless before the end of the period:(A) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and(B) at least one person becomes a member in accordance with the consent;
(A) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
(B) at least one person becomes a member in accordance with the consent;
(4) on application by a member, the entry by the circuit court of an order dissolving the company on the grounds that:(A) the conduct of all or substantially all the company's activities and affairs is unlawful;(B) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or(C) the managers or those members in control of the company:(i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or(ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
(A) the conduct of all or substantially all the company's activities and affairs is unlawful;
(B) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or
(C) the managers or those members in control of the company:(i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or(ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
(i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
(5) the signing and filing of a statement of administrative dissolution by the Secretary of State under § 4-38-708.
(b) In a proceeding brought under subsection (a)(4)(C), the court may order a remedy other than dissolution.