On application by a member of a limited liability company, the tribunal may declare a limited liability company dissolved, and the limited liability company's business shall be wound up upon the occurrence of any of the following events:
(A) An event that makes it unlawful for all or substantially all of the business of the limited liability company to be continued, but a cure of illegality within ninety days after notice to the limited liability company of the event is effective retroactively to the date of the event for purposes of this section;
(B) A determination by the tribunal that any of the following is true:
(1) The economic purpose of the limited liability company is likely to be unreasonably frustrated.
(2) Another member has engaged in conduct relating to the limited liability company's business that makes it not reasonably practicable to carry on the business with that member.
(3) It is not otherwise reasonably practicable to carry on the limited liability company's business in conformity with the operating agreement.
Amended by 129th General AssemblyFile No.72, HB 48, §1, eff. 5/4/2012.
Effective Date: 07-01-1994
Note:
Committee Comment (2012)*
The modifications to this section expand the circumstances that will permit a tribunal to dissolve a limited liability company and cause a winding up of its business. The expansion is based on the comparable provision of Ohio's partnership law in § 1776.61(D) and (E).
*Comments on 129th General Assembly, HB 48, from the Ohio State Bar Association Corporation Law Committee
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