PARTVIII.  WINDING UP THE COMPANY'S BUSINESS

 

§428-801  Events causing dissolution andwinding up of company's business.  A limited liability company isdissolved, and its business shall be wound up, upon the occurrence of any ofthe following events:

(1)  An event specified in the operating agreement;

(2)  Consent of the number or percentage of membersspecified in the operating agreement;

(3)  An event that makes it unlawful for all orsubstantially all of the business of the company to be continued; provided thatany cure of illegality within ninety days after notice to the company of theevent shall be effective retroactively to the date of the event for purposes ofthis section;

(4)  On application by a member or a dissociatedmember, upon entry of a judicial decree that:

(A)  The economic purpose of the company islikely to be unreasonably frustrated;

(B)  Another member has engaged in conductrelating to the company's business that makes it not reasonably practicable tocarry on the company's business with that member;

(C)  It is not otherwise reasonably practicableto carry on the company's business in conformity with the articles oforganization and the operating agreement;

(D)  The company failed to purchase thepetitioner's distributional interest as required by section 428-701; or

(E)  The managers or members in control of thecompany have acted, are acting, or will act in a manner that is illegal,oppressive, fraudulent, or unfairly prejudicial to the petitioner; or

(5)  On application by a transferee of a member'sinterest, a judicial determination that it is equitable to wind up thecompany's business:

(A)  After the expiration of the specifiedterm, if the company was for a specified term at the time the applicant becamea transferee by member dissociation, transfer, or entry of a charging orderthat gave rise to the transfer; or

(B)  At any time, if the company was at-will atthe time the applicant became a transferee by member dissociation, transfer, orentry of a charging order that gave rise to the transfer. [L 1996, c 92, pt of§1; am L 1999, c 164, §9]