29-785. Involuntary judicial dissolution

(Rpld. 9/1/20)

A. On application by or for a member, the superior court in the county in which the known place of business of the limited liability company is located may decree dissolution of a limited liability company on judicial determination of any of the following:

1. It is not reasonably practicable to carry on the limited liability company business in conformity with an operating agreement.

2. Unless otherwise provided in an operating agreement, the members or managers are deadlocked in the management of the limited liability company and irreparable injury to the limited liability company is threatened or being suffered or the business of the limited liability company cannot be conducted to the advantage of the members generally because of the deadlock.

3. Unless otherwise provided in an operating agreement, the members or managers of the limited liability company have acted or are acting in a manner that is illegal or fraudulent with respect to the business of the limited liability company.

4. Unless otherwise provided in an operating agreement, substantial assets of the limited liability company are being wasted, misapplied or diverted for purposes not related to the business of the limited liability company.

B. The superior court has full power to wind up and liquidate the assets and business of a limited liability company:

1. On application by a limited liability company after dissolution to have its liquidation continued under the supervision of the court.

2. In an action filed by any member after the issuance of a judgment of dissolution as provided in subsection A.