(a) A limited liability company is dissolved and its business must be wound up upon the occurrence of any of the following events:
- (1) An event or circumstance that causes the dissolution of a company by the express terms of the operating agreement.
- (2) The consent of all members.
- (3) The passage of 180 consecutive days during which the company has no members.
(4) On application by a member or a dissociated member, upon entry of a judicial decree that:
- (A) the economic purpose of the company has been or is likely to be unreasonably frustrated;
- (B) the conduct of all or substantially all of the company's activities is unlawful;
- (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.
(5) On application by a member or transferee of a distributional interest, upon entry of a judicial decree that the managers or those members in control of the company:
- (A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
- (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
- (6) Administrative dissolution under Section 35-25.
- (b) In a proceeding under subdivision (4) or (5) of subsection (a), the court may order a remedy other than dissolution including, but not limited to, a buyout of the applicant's distributional interest.
(Source: P.A. 101-553, eff. 1-1-20.)