31 §702. Dissolution pursuant to court order (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 9: DISSOLUTION
§702. Dissolution pursuant to court order
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
The Superior Court of this State may decree the dissolution of, and liquidate the assets and business of, a limited liability company: [1993, c. 718, Pt. A, §1 (NEW).]
1. Action filed by member. In an action filed by a member in which it is established that:
A. The managers of the limited liability company are so divided respecting the management of the limited liability company's business and affairs that the votes required for action by the managers cannot be obtained and the members are unable to terminate the division, with the consequence that the limited liability company is suffering or will suffer irreparable injury, or the business and affairs of the limited liability company can no longer be conducted to the advantage of the members generally; [1993, c. 718, Pt. A, §1 (NEW).]
B. The members are so divided respecting the management of the business and affairs of the limited liability company that the limited liability company is suffering or will suffer irreparable injury, or the business and affairs of the limited liability company can no longer be conducted to the advantage of the members; [1993, c. 718, Pt. A, §1 (NEW).]
C. The acts of the managers or those in control of the limited liability company are illegal or fraudulent; [1993, c. 718, Pt. A, §1 (NEW).]
D. The assets of the limited liability company are being misapplied or wasted; [1993, c. 718, Pt. A, §1 (NEW).]
E. The petitioning member has a right, under a provision of the articles of organization, the operating agreement or section 701, to dissolution of the limited liability company at will or upon the occurrence of any specified event or contingency and has made a conforming demand upon the managers or members in control, who have failed to proceed with dissolution as required by section 701; or [1993, c. 718, Pt. A, §1 (NEW).]
F. The limited liability company has abandoned its business and has failed, within a reasonable time, to take steps to dissolve and liquidate its affairs and distribute its assets. [1993, c. 718, Pt. A, §1 (NEW).]
In determining whether to order dissolution under this subsection, the court may not deny dissolution solely because it is found that the business of the limited liability company has been or could be conducted at a profit;
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Action filed by creditor. In an action filed by a creditor of the limited liability company when it is established that the limited liability company is insolvent or that its debts exceed its assets;
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Application by a limited liability company, intent to dissolve. Upon application by a limited liability company that has filed a statement of intent to dissolve, as provided in this Act, to have its liquidation continued under the supervision of the court;
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Action by member or creditor, intent to dissolve. In an action filed by a member or creditor of a limited liability company that has filed a statement of intent to dissolve, as provided in this Act, when it is established that there is serious danger that the persons in control of the limited liability company and its assets will fail to make proper provision for the payment of its debts or will fail to make proper distribution of the remaining property and assets of the limited liability company to the members in accordance with their respective rights and interests; or
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Action by the Attorney General. When an action has been filed by the Attorney General to dissolve a limited liability company and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
Proceedings under subsection 1, 2, 3 or 4 must be brought in the county in which the registered office or the principal place of business of the limited liability company in this State is located. [1993, c. 718, Pt. A, §1 (NEW).]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).