Section 10-12-37 (Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability c
Section 10-12-37
(Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Dissolution.
A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events:
(1) Events specified in the articles of organization or the operating agreement.
(2) Written consent of all members to dissolve.
(3) When there is no remaining member, unless either of the following applies:
a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members.
b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the operating agreement or articles of organization.
(4) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities.
(5) Entry of a decree of judicial dissolution under Section 10-12-38.
(Acts 1993, No. 93-724, p. 1425, §37; Act 97-920, 1st Ex. Sess., p. 312, §1.)