608.441 Dissolution.
608.441 Dissolution.
(1) A limited liability company organized under this chapter shall be dissolved, and the limited liability company’s affairs shall be concluded, upon the first to occur of any of the following events:
(a) At the time specified in the articles of organization or operating agreement, but if no such time is set forth in the articles of organization or operating agreement, then the limited liability company shall have a perpetual existence;
(b) Upon the occurrence of events specified in the articles of organization or operating agreement;
(c) Unless otherwise provided in the articles of organization or operating agreement, upon the written consent of all of the members of the limited liability company;
(d) At any time there are no members; however, unless otherwise provided in the articles of organization or operating agreement, the limited liability company is not dissolved and is not required to be wound up if, within 90 days, or such other period as provided in the articles of organization or operating agreement, after the occurrence of the event that terminated the continued membership of the last remaining member, the personal or other legal representative of the last remaining member agrees in writing to continue the limited liability company and agrees to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or
(e) The entry of an order of dissolution by a circuit court pursuant to subsection (3).
(2) So long as the limited liability company continues to have at least one remaining member, and except as provided in paragraph (1)(d) or as otherwise provided in the articles of organization or operating agreement, the death, retirement, resignation, expulsion, bankruptcy, or dissolution of any member or the occurrence of any other event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution.
(3) Unless otherwise provided in the articles of organization or operating agreement, on application by or for a member, the circuit court may order dissolution of a limited liability company if it is established by a preponderance of the evidence that it is not reasonably practicable to carry on the business of the limited liability company in conformity with the articles of organization or the operating agreement.
(4) Following the occurrence of any of the events specified in this section which cause the dissolution of the limited liability company, the limited liability company shall deliver articles of dissolution to the Department of State for filing.
History. s. 2, ch. 82-177; s. 64, ch. 83-216; s. 39, ch. 93-284; s. 1, ch. 99-315; s. 24, ch. 2002-272.