Michigan Laws 450.4801 – Dissolution and winding up; conditions
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Terms Used In Michigan Laws 450.4801
- Articles of organization: means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. See Michigan Laws 450.4102
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Operating agreement: means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. See Michigan Laws 450.4102
- Vote: means an affirmative vote, approval, or consent. See Michigan Laws 450.4102
A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs:
(a) Automatically, if a time specified in the articles of organization is reached.
(b) If a vote of the members or other event specified in the articles of organization or in an operating agreement takes place.
(c) The members entitled to vote unanimously vote for dissolution.
(d) Automatically, if a decree of judicial dissolution is entered.
(e) A majority of the organizers of the limited liability company vote for dissolution, if the limited liability company has not commenced business; has not issued any membership interests; has no debts or other liabilities; and has not received any payments, or has returned any payments it has received after deducting any amount disbursed for payment of expenses, for subscriptions for its membership interests.