TITLE 30

CORPORATIONS

CHAPTER 25

LIMITED LIABILITY COMPANIES

PART 7

DISSOLUTION AND WINDING UP

30-25-701.  EVENTS CAUSING DISSOLUTION. (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

(1)  An event or circumstance that the operating agreement states causes dissolution;

(2)  The affirmative vote or consent of all the members;

(3)  The passage of ninety (90) consecutive days during which the company has no members unless before the end of the period:

(A)  Consent to admit at least one (1) 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

(B)  At least one (1) person becomes a member in accordance with the consent;

(4)  On application by a member, the entry by the district court of an order dissolving the company on the grounds that:

(A)  The conduct of all or substantially all the company’s activities and affairs is unlawful; or

(B)  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; or

(C)  The managers or those members in control of the company:

(i)   Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(ii)  Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or

(5)  The signing and filing of a statement of administrative dissolution by the secretary of state under section 30-21-602, Idaho Code.

(b)  In a proceeding brought under subsection (a)(4)(B) of this section, the court may order a remedy other than dissolution.

History:

[30-25-701, added 2015, ch. 243, sec. 49, p. 891; am. 2017, ch. 100, sec. 1, p. 248; am. 2021, ch. 321, sec. 8, p. 949.]