17-76,117.   Involuntary dissolution.(a) Alimited liability company may be dissolved involuntarily byorder of thedistrict court for the county in which the registered office of the limitedliability company is locatedin an action filed by the attorney general when it is established that thelimited liability company:

      (1)   Has procured its articles of organization through fraud;

      (2)   has exceeded the authority conferred upon it by law;

      (3)   has committed a violation of any provision of law whereby it hasforfeited its articles oforganization;

      (4)   has carried on, conducted or transacted its business in a persistentlyfraudulent or illegalmanner; or

      (5)   by the abuse of its powers contrary to the public policy of the state,has become liableto be dissolved.

      (b)   If the business of the limitedliability company is suffering or is threatened withirreparable injury because the members of a limited liability company, or themanagers of a limitedliability company having more than one manager, are so deadlocked respectingthe management ofthe affairs of the limited liability company that the requisite vote for actioncannot be obtained andthe members are unable to terminate such deadlock, then any member or membersin the aggregateowning at least 25% of the outstanding interests in either capital or profitsand losses in the limitedliability company may file with the district court a petition stating thatsuch member or membersdesire to dissolve the limited liability company and to dispose of the assetsthereof in accordancewith a plan to be agreed upon by the members or as determined by the districtcourt in the absence of such agreement. Such petition shall have attachedthereto a copy of a proposed plan ofdissolutionand distribution and a certificate stating that copies of such petition andplan have been transmittedin writing to all of the other members of the limited liability company atleast 30 days before thefiling of the petition and that the members having the requisite vote requiredto cause dissolutionunder the operating agreement have failed or refused to consent to such plan.Unless a majority ininterest of the members (or such other number of members having the requisitevote to causedissolution as the operating agreement may provide) file with the districtcourt within the timeperiod for the answer date of the petition, an answer and a certificate statingthat they have agreedon either the petitioner's plan, or a modification or alternativethereof, then the district court shallorder that such limited liability company be dissolved, if the district courtdetermines that suchirreparable injury and deadlock exists. In any proceeding under this section,the court may appointone or more trustees or receivers with all the powers and title of a trustee orreceiver appointed underK.S.A. 17-6808, and amendments thereto, to administer and wind up the limitedliability company'saffairs and may grant such other relief as the court deems equitable.

      History:   L. 1999, ch. 119, § 56; Jan. 1, 2000.