Iowa Code 489.701 – Events causing dissolution
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1. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:
a. An event or circumstance that the operating agreement states causes dissolution.
b. The consent of all the members.
c. Once the company has at least one member, the passage of ninety consecutive days during which the company has no members.
d. On application by a member, the entry by a district court of an order dissolving the company on the grounds that any of the following applies:
(1) The conduct of all or substantially all of the company’s activities is unlawful.
(2) It is not reasonably practicable to carry on the company’s activities in conformity with the certificate of organization and the operating agreement.
e. On application by a member or transferee, the entry by a district court of an order dissolving the company on the grounds that the managers or those members in control of the company have done any of the following:
(1) Have acted, are acting, or will act in a manner that is illegal or fraudulent.
(2) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
Terms Used In Iowa Code 489.701
- Certificate of organization: means the certificate required by section 489. See Iowa Code 489.102
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person that has become a member of a limited liability company under section 489. See Iowa Code 489.102
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489. See Iowa Code 489.102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Iowa Code 489.102
2. In a proceeding brought under subsection 1, paragraph “e”, the court may order a remedy other than dissolution.