PART
VIII.  WINDING UP THE COMPANY'S BUSINESS



 



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



(1)  An event specified in the operating agreement;



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



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



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



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



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



(C)  It is not otherwise reasonably practicable
to carry on the company's business in conformity with the articles of
organization and the operating agreement;



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



(E)  The managers or members in control of the
company 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's
interest, a judicial determination that it is equitable to wind up the
company's business:



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



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