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Searching 2019-2020 Session

The Vermont Statutes Online

 

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : LIMITED LIABILITY COMPANIES

Subchapter 007 : WINDING UP OF COMPANY BUSINESS

(Cite as: 11 V.S.A. § 4101)
  • § 4101. Events causing dissolution and winding up of company business

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

    (1) an event or circumstance that the operating agreement states causes dissolution;

    (2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members;

    (3) the passage of 90 consecutive days during which the company has no members;

    (4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:

    (A) the conduct of all or substantially all of the company's activities is unlawful; or

    (B) it is not reasonably practicable to carry on the company's activities in conformance with the certificate of organization and the operating agreement; or

    (5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:

    (A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or

    (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

    (b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution. (Added 2015, No. 17, § 2.)