N.D. Cent. Code § 10-32.1-50

10-32.1-50. Events causing dissolution

1. A limited liability company is dissolved, and its activities must be wound up, upon the

occurrence of any of the following:

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

b. The consent of all the members;

c. Following the admission of the initial member or members, the passage of ninety

consecutive days during which the company has no members;

d. On application by a member, the entry by appropriate court of an order dissolving

the company on the grounds that:

(1) The conduct of all or substantially all of the activities of the company are

unlawful; or

(2) It is not reasonably practicable to carry on the activities of the company in

conformity with the articles of organization and the operating agreement;

e. On application by a member, the entry by appropriate court of an order dissolving

the company on the grounds that the managers, governors, or those members in

control of the company:

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

(2) Have acted or are acting in a manner that is oppressive and was, is, or will

be directly harmful to the applicant.

2. In a proceeding brought under subdivision e of subsection 1, the court may order a

remedy other than dissolution, which may include the sale for fair value of all

membership interests a member owns in a limited liability company to the limited

liability company or one or more of the other members. A remedy other than

dissolution may be ordered in any case where that remedy would be appropriate under

all the facts and circumstances of the case.

3. A proceeding brought under subdivision e of subsection 1 must be brought in a court

within the county in which the registered office of the limited liability company is

located. It is not necessary to make members parties to the action or proceeding

unless relief is sought against them personally.