35-8-902. Judicial dissolution.

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35-8-902 . Judicial dissolution.

(1)On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when:

(a)the economic purpose of the company is likely to be unreasonably frustrated;

(b)another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member remaining as a member;

(c)it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;

(d)the company failed to purchase the petitioner's distributional interest as required by 35-8-805 ; or

(e)the members or managers in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner.

(2)On application by a transferee of a member's interest, a district court may determine that it is equitable to wind up the company's business:

(a)after the expiration of the specified term, if the company was for a specified term at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or

(b)at any time, if the company was at will at the time that the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.

(3)Whenever it is not reasonably practicable to carry on the business of a series of members in conformity with the articles of organization or operating agreement and upon application by or for a member of the series of members, a district court may decree only the termination of the series of members and may not decree the dissolution of the limited liability company.