Wagenseller Law Firm
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Learn about judicial bases for dissolving a Limited Liability Company and read an update on what we have been working on.
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Law On Dissolution of Limited Liability Companies
In this email, learn about judicial bases for dissolving a Limited Liability Company and read an update on what we have been working on. The first five months of 2006 have been busy as we help clients grow their businesses and resolve their legal disputes. For more information or if you need legal assistance, please call Laine Wagenseller.
In This Issue
- Breaking Up: The Law on Dissolution of Limited Liability Companies
- In the Works: Solving Client’s Problems…
Breaking Up
The Law on Dissolution of Limited Liability Companies
In an action filed by a manager or a member of a Limited Liability Company, the court may order the dissolution of a limited liability company under any of the following circumstances:
(a) It is not reasonably practicable to carry on the business in conformity with the articles of organization or the operating agreement. (Corp.C. 17351(a)(1).)
(b) Dissolution is reasonably necessary to protect the rights or interests of the complaining members. (Corp.C. 17351(a)(2).)
© The business has been abandoned. (Corp.C. 17351(a)(3).)
(d) Management is deadlocked or subject to internal dissension. (Corp.C. 17351(a)(4)); or
(e) Those in control of the company have been guilty of, or have knowingly countenanced, persistent and pervasive fraud, mismanagement, or abuse of authority. (Corp.C. 17351(a)(5).)
The law provides that other members may avoid the dissolution by purchasing for cash at fair market value the membership interests of the members initiating the dissolution proceeding. (Corp.C. 17351 (b)(1).) We have helped numerous clients resolve partnership and membership litigation. For more information in disputes among members of a Limited Liability Company, please call the office.
In The Works
Solving Client’s Problems…
Congratulations to our landlord client who recently signed a new long term lease with Sony for an office building in Culver City. We were honored to represent the client in negotiating and drafting the lease with the new tenant while preparing a Lease Termination Agreement with the former tenant. We continue to litigate a specific performance lawsuit against a landlord, asking that the court enforce our client’s option to purchase the warehouse. We recently prepared a Private Placement Memorandum and an Amended and Restated LLC Operating Agreement for entrepreneur clients opening a new bar in Koreatown. We continue to work on behalf of a client to finalize her buy-out of the other tenant-in-common in an apartment building after a partition action was filed in the Superior Court.
