Title 31, §702: Dissolution pursuant to court order

§702. Dissolution pursuant to court order

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;