![]() have acted, are acting, or will act in a manner that is illegal or fraudulent or.the managers or those members in control of the company:.it is not reasonably practicable to carry on the company’s activities and affairs in conformity with the certificate of organization and the operating agreement and.the conduct of all or substantially all the company’s activities and affairs is unlawful.upon application by a member, the entry by the appropriate state court of an order dissolving the company on the grounds that:.at least one person becomes a member in accordance with the consent.consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective and.the passage of 90 consecutive days during which the company has no members unless, before the end of the period:.the affirmative vote or consent of all the members.an event or circumstance that causes dissolution under the operating agreement.Under the Revised Uniform Limited Liability Act (RULLCA) promulgated by the Uniform Law Commission (last revised in 2013), a limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: declared that partnership might be dissolved in various ways.”). Joseph Story, Commentaries on the Law on Partnership § 266 at 408 (2d ed. ![]() “Dissolution” has been a term of art in the law of unincorporated entities since at least the time of Roman law. If a deadlock arises and an LLC has not adopted a deadlock-breaking mechanism in the operating agreement, the parties most often will turn to a court seeking judicial dissolution, or a court-ordered alternative to dissolution, to resolve the deadlock. Third, the ultimate stage of unresolved deadlock often will result in dissolution of the LLC, which typically involves excessive expense, lost opportunity, and bitter consequences for the members of the LLC. ![]() Second, the failure to provide deadlock-breaking mechanisms that address any or all of the above in an operating agreement will result in significant expense, hard feelings, loss of time, and possible mediation, arbitration, or litigation-all of which are covered later in this article.
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