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§ 8871. Events causing dissolution

Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: February 21, 2017

Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part III. Partnerships and Limited Liability Companies (Refs & Annos)
Chapter 88. Limited Liability Companies (Refs & Annos)
Subchapter G. Dissolution and Winding up (Refs & Annos)
Effective: February 21, 2017
15 Pa.C.S.A. § 8871
Formerly cited as PA ST 15 Pa.C.S.A. § 8971;  PA ST 15 Pa.C.S.A. § 8972
§ 8871. Events causing dissolution
Currentness
(a) General rule.--A limited liability company is dissolved, and its activities and affairs shall 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 consent of all the members.
(3) The passage of 180 consecutive days after the company ceases to have any members unless before the end of the period:
(i) 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
(ii) at least one person becomes a member in accordance with the consent.
(4) On application by a member, the entry by the court of an order dissolving the company on the grounds that:
(i) the conduct of all or substantially all the company's activities and affairs is unlawful;
(ii) 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
(iii) 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) Other remedies.--In a proceeding brought under subsection (a)(4)(iii)(B), the court may order a remedy other than dissolution.
(c) Cross reference.--See section 8815(c)(15) (relating to contents of operating agreement).

Credits

2016, Nov. 21, P.L. 1328, No. 170, § 29, effective in 90 days [Feb. 21, 2017].
15 Pa.C.S.A. § 8871, PA ST 15 Pa.C.S.A. § 8871
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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