2011 South Dakota Code
Title 47 CORPORATIONS
Chapter 34A. Uniform Limited Liability Company Act
§47-34A-801 Events causing dissolution and winding up of company's business.
47-34A-801. Events causing dissolution and winding up of company's business. (a) 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) 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 ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;
(4) On application by a member or a dissociated member, upon entry of a judicial decree that:
(i) The economic purpose of the company is likely to be unreasonably frustrated;
(ii) 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;
(iii) It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; or
(iv) The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal or fraudulent.
Source: SL 1998, ch 272, § 801; SL 2009, ch 234, § 3.
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