§ 3101 - Events causing dissolution and winding up of company business - Vermont Statutes

§ 3101. Events causing dissolution and winding up of company business

A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:

(1) an event specified in the operating agreement;

(2) consent of the number or percentage of members specified in the operating agreement;

(3) dissociation of a member-manager or, if none, a member of an at-will company for any reason specified in section 3081 of this title, and dissociation of a member-manager or, if none, a member of a term company but only if the dissociation was for a reason provided in subdivisions (6) through (10) of section 3081 of this title and occurred before the expiration of the stated duration in the articles of organization, but the company is not dissolved and required to be wound up by reason of the dissociation:

(A) if, within 90 days after the dissociation, a majority in interest of the remaining members agree to continue the business of the company; or

(B) the business of the company is continued under a right to continue stated in the operating agreement;

(4) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;

(5) on application by a member, upon entry of a final judicial decree that:

(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 business of the company with that 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) a dissociated member has the right to have the company dissolved and its business wound up for failure to cause the member's distributional interest to be purchased pursuant to sections 3091 and 3092 of this title; or

(E) the managers or members 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 petitioning member.

(6) the expiration of a term specified in the company's articles of organization. (Added 1995, No. 179 (Adj. Sess.), § 4.)