17-76,117.Involuntary dissolution.
(a) A
limited liability company may be dissolved involuntarily by
order of the
district court for the county in which the registered office of the limited
liability company is located
in an action filed by the attorney general when it is established that the
limited 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 has
forfeited its articles of
organization;
(4) has carried on, conducted or transacted its business in a persistently
fraudulent or illegal
manner; or
(5) by the abuse of its powers contrary to the public policy of the state,
has become liable
to be dissolved.
(b) If the business of the limited
liability company is suffering or is threatened with
irreparable injury because the members of a limited liability company, or the
managers of a limited
liability company having more than one manager, are so deadlocked respecting
the management of
the affairs of the limited liability company that the requisite vote for action
cannot be obtained and
the members are unable to terminate such deadlock, then any member or members
in the aggregate
owning at least 25% of the outstanding interests in either capital or profits
and losses in the limited
liability company may file with the district court a petition stating that
such member or members
desire to dissolve the limited liability company and to dispose of the assets
thereof in accordance
with a plan to be agreed upon by the members or as determined by the district
court in the absence of such agreement. Such petition shall have attached
thereto a copy of a proposed plan of
dissolution
and distribution and a certificate stating that copies of such petition and
plan have been transmitted
in writing to all of the other members of the limited liability company at
least 30 days before the
filing of the petition and that the members having the requisite vote required
to cause dissolution
under the operating agreement have failed or refused to consent to such plan.
Unless a majority in
interest of the members (or such other number of members having the requisite
vote to cause
dissolution as the operating agreement may provide) file with the district
court within the time
period for the answer date of the petition, an answer and a certificate stating
that they have agreed
on either the petitioner's plan, or a modification or alternative
thereof, then the district court shall
order that such limited liability company be dissolved, if the district court
determines that such
irreparable injury and deadlock exists. In any proceeding under this section,
the court may appoint
one or more trustees or receivers with all the powers and title of a trustee or
receiver appointed under
K.S.A. 17-6808, and amendments thereto, to administer and wind up the limited
liability company's
affairs and may grant such other relief as the court deems equitable.
17-76,117.Involuntary dissolution.
(a) A
limited liability company may be dissolved involuntarily by
order of the
district court for the county in which the registered office of the limited
liability company is located
in an action filed by the attorney general when it is established that the
limited 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 has
forfeited its articles of
organization;
(4) has carried on, conducted or transacted its business in a persistently
fraudulent or illegal
manner; or
(5) by the abuse of its powers contrary to the public policy of the state,
has become liable
to be dissolved.
(b) If the business of the limited
liability company is suffering or is threatened with
irreparable injury because the members of a limited liability company, or the
managers of a limited
liability company having more than one manager, are so deadlocked respecting
the management of
the affairs of the limited liability company that the requisite vote for action
cannot be obtained and
the members are unable to terminate such deadlock, then any member or members
in the aggregate
owning at least 25% of the outstanding interests in either capital or profits
and losses in the limited
liability company may file with the district court a petition stating that
such member or members
desire to dissolve the limited liability company and to dispose of the assets
thereof in accordance
with a plan to be agreed upon by the members or as determined by the district
court in the absence of such agreement. Such petition shall have attached
thereto a copy of a proposed plan of
dissolution
and distribution and a certificate stating that copies of such petition and
plan have been transmitted
in writing to all of the other members of the limited liability company at
least 30 days before the
filing of the petition and that the members having the requisite vote required
to cause dissolution
under the operating agreement have failed or refused to consent to such plan.
Unless a majority in
interest of the members (or such other number of members having the requisite
vote to cause
dissolution as the operating agreement may provide) file with the district
court within the time
period for the answer date of the petition, an answer and a certificate stating
that they have agreed
on either the petitioner's plan, or a modification or alternative
thereof, then the district court shall
order that such limited liability company be dissolved, if the district court
determines that such
irreparable injury and deadlock exists. In any proceeding under this section,
the court may appoint
one or more trustees or receivers with all the powers and title of a trustee or
receiver appointed under
K.S.A. 17-6808, and amendments thereto, to administer and wind up the limited
liability company's
affairs and may grant such other relief as the court deems equitable.
17-76,117.Involuntary dissolution.
(a) A
limited liability company may be dissolved involuntarily by
order of the
district court for the county in which the registered office of the limited
liability company is located
in an action filed by the attorney general when it is established that the
limited 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 has
forfeited its articles of
organization;
(4) has carried on, conducted or transacted its business in a persistently
fraudulent or illegal
manner; or
(5) by the abuse of its powers contrary to the public policy of the state,
has become liable
to be dissolved.
(b) If the business of the limited
liability company is suffering or is threatened with
irreparable injury because the members of a limited liability company, or the
managers of a limited
liability company having more than one manager, are so deadlocked respecting
the management of
the affairs of the limited liability company that the requisite vote for action
cannot be obtained and
the members are unable to terminate such deadlock, then any member or members
in the aggregate
owning at least 25% of the outstanding interests in either capital or profits
and losses in the limited
liability company may file with the district court a petition stating that
such member or members
desire to dissolve the limited liability company and to dispose of the assets
thereof in accordance
with a plan to be agreed upon by the members or as determined by the district
court in the absence of such agreement. Such petition shall have attached
thereto a copy of a proposed plan of
dissolution
and distribution and a certificate stating that copies of such petition and
plan have been transmitted
in writing to all of the other members of the limited liability company at
least 30 days before the
filing of the petition and that the members having the requisite vote required
to cause dissolution
under the operating agreement have failed or refused to consent to such plan.
Unless a majority in
interest of the members (or such other number of members having the requisite
vote to cause
dissolution as the operating agreement may provide) file with the district
court within the time
period for the answer date of the petition, an answer and a certificate stating
that they have agreed
on either the petitioner's plan, or a modification or alternative
thereof, then the district court shall
order that such limited liability company be dissolved, if the district court
determines that such
irreparable injury and deadlock exists. In any proceeding under this section,
the court may appoint
one or more trustees or receivers with all the powers and title of a trustee or
receiver appointed under
K.S.A. 17-6808, and amendments thereto, to administer and wind up the limited
liability company's
affairs and may grant such other relief as the court deems equitable.