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Arkansas Code Title 4. Business and Commercial Law § 4-38-701. Events causing dissolution

Current as of March 28, 2024 | Updated by FindLaw Staff

(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 90 consecutive days during which the company has no members unless before the end of the period:

(A) consent to admit at least one 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 person becomes a member in accordance with the consent;

(4) on application by a member, the entry by the circuit 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;

(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 § 4-38-708.

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

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Cite this article: FindLaw.com - Arkansas Code Title 4. Business and Commercial Law § 4-38-701. Events causing dissolution - last updated March 28, 2024 | https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-38-701/

Read this complete Arkansas Code Title 4. Business and Commercial Law § 4-38-701. Events causing dissolution on Westlaw

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