Legal Question in Business Law in California

Re: LLC articles

Many types of events can trigger the dissolution of an LLC. Here are the principal ones:

1. The articles of organization may specify that the LLC dissolves as of a particular date.

2. The articles of organization or the operating agreement may specify that the LLC dissolves upon the occurrence of a particlar event. For example, if the LLC is organized to operate a ranch, the agreement could provide that the LLC dissolves automatically one year after the ranch is sold.

3. The LLC can be liquidated and dissolved by majority vote of its members (or a greater percentage of voting interests if so provided in the articles or agreement).

4. An LLC can be dissolved by judicial decree following a court action brought by a manager or member. See California Corporations Code sections 17350-17351.

A merger of an LLC into another entity may have an effect similar to dissolution (i.e., the LLC ceases to have separate existence) but technically this is not dissolution.

Answers based on California law. Other jurisdictions may differ.