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.
History: En. Sec. 47, Ch. 120, L. 1993; amd. Sec. 38, Ch. 302, L. 1999; amd. Sec. 13, Ch. 183, L. 2013.
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