MICHIGAN LIMITED LIABILITY COMPANY ACT
Act 23 of 1993
450.4801 Dissolution and winding up; conditions.
Sec. 801.
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.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52, Imd. Eff. July 1, 1997 ;-- Am. 2002, Act 686, Imd. Eff. Dec. 30, 2002 ;-- Am. 2010, Act 290, Imd. Eff. Dec. 16, 2010
Notes of Decisions
Cited in
4
cases (
1 in the last 5 years), 2009–2021 · leading case:
In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015).
In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015).
· cites it 6× “Or, the parties seem to assume, the Chapter 7 Trustee could exercise the Debtor’s 100% membership rights under Mich. Comp. Laws Ann. § 450.4801 30 to cause the LLC to dissolve, wind down, and thereby liquidate under Michigan law.”
Ewie Co., Inc v. Mahar Tool Supply, Inc, 762 N.W.2d 160 (Mich. 2009).
“MCL 450.4801 provides that “[a] limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (1) automatically at the time specified in the articles of organization.”
in Re Lewerenz Est. (Mich. Ct. App. 2021).
· cites it 3× “MCL 450.4801 provides that an LLC dissolves only after certain conditions occur.”
Asam Hirmiz v. Jaust LLC (Mich. Ct. App. 2018).
“4801, liquidating the company assets, using the remaining funds to satisfy the company’s debts, and distributing any leftover amount to the parties, with defendant Jane Samuel receiving a 51% share and plaintiff receiving a 49% share. We affirm. This case arises out of a joint…”
— Mich. Comp. Laws § 450.4801(c) — 1 case
in Re Lewerenz Est. (Mich. Ct. App. 2021).
“MCL 450.4801 provides that an LLC dissolves only after certain conditions occur.”
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treatment. Dots show Syfertize treatment of the citing case itself.