§ 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.
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