D.C. Code § 29-807.01: Events causing dissolution.

(a)

A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following:

(1)

An event or circumstance that the operating agreement states causes dissolution;

(2)

The consent of all the members;

(3)

The passage of 90 consecutive days during which the company has no members, unless:

(A)

Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and

(B)

At least one person becomes a member in accordance with the consent;

(4)

On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that:

(A)

The conduct of all or substantially all of the company’s activities and affairs is unlawful; or

(B)

It is not reasonably practicable to carry on the company’s activities and affairs in conformity with the certificate of organization and the operating agreement.

(5)

On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:

(A)

Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B)

Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(6)

The signing and filing of a statement of administrative dissolution by the Mayor under § 29-106.02.

(b)

In a proceeding brought under subsection (a)(5) of this section, the Superior Court may order a remedy other than dissolution.