489.701 Events causing dissolution.
1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:
a. An event or circumstance that the operating agreement states causes dissolution.
b. The consent of all the members.
c. Once the company has at least one member, the passage of ninety consecutive days during which the company has no members.
d. On application by a member, the entry by a district court of an order dissolving the company on the grounds that any of the following applies:
(1) The conduct of all or substantially all of the company’s activities is unlawful.
(2) It is not reasonably practicable to carry on the company’s activities in conformity with the certificate of organization and the operating agreement.
e. On application by a member or transferee, the entry by a district court of an order dissolving the company on the grounds that the managers or those members in control of the company have done any of the following:
(1) Have acted, are acting, or will act in a manner that is illegal or fraudulent.
(2) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
2. In a proceeding brought under subsection 1, paragraph “e”, the court may order a remedy other than dissolution.
2008 Acts, ch 1162, §49, 155
Referred to in §489.105, 489.110, 489.702, 489.1205
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