1. (a) A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following:

   1. (1) An event or circumstance that the operating agreement states causes dissolution;
   2. (2) The consent of all the members;

   3. (3) The passage of 90 consecutive days during which the company has no members, unless:

      1. (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
      2. (B) At least one person becomes a member in accordance with the consent;

   4. (4) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that:

      1. (A) The conduct of all or substantially all of the company’s activities and affairs is unlawful; or
      2. (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.

   5. (5) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:

      1. (A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or
      2. (B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
   6. (6) The signing and filing of a statement of administrative dissolution by the Mayor under § 29-106.02.
2. (b) In a proceeding brought under subsection (a)(5) of this section, the Superior Court may order a remedy other than dissolution.

Editor's Notes

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.

Uniform Law: This section is based on § 701 of the Uniform Limited Company Act (2006 Act).

History

July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720

Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(A), 59 DCR 13171

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in the introductory language of (a) and twice in (a)(4); rewrote (a)(3); added (a)(6); and made related changes.

Section References

This section is referenced in § 29-801.07, § 29-802.06, § 29-804.01, § 29-807.02, and § 29-807.06.