If your LLC has multiple members but no operating agreement, your state’s default rules usually control what happens when the business dissolves. Many owners don’t realize this until a conflict or unexpected event forces the issue. The result can be a rigid “winding up” process that prioritizes paying creditors and closing out the company, sometimes pushing the business toward selling assets to generate cash.
The hidden risk of “we’ll do it later”
Many multi-member LLCs start informally. The founders trust one another; everyone is busy building, and paperwork is deferred. But when the business hits a stressful moment, the lack of an operating agreement creates a gap. State law fills that gap with default rules that are designed to work for everyone in general, not for your company specifically.
Those default rules often determine who can trigger dissolution, how decisions are made during winding up, and how remaining value is distributed.
Why dissolution can lead to selling assets
Dissolution doesn’t mean the LLC instantly disappears. It typically enters a winding-up phase, during which it must wind up operations, collect outstanding amounts owed to the company, pay debts, and distribute the remaining assets to members.
Here’s the practical issue: winding up often requires cash. If the company’s value is tied up in equipment, inventory, vehicles, real estate, or intellectual property, the easiest way to raise cash is to sell those assets. If members disagree on alternatives, or if the law doesn’t provide a clear path for a flexible solution, liquidation becomes the default outcome in practice.
Even when a business is still viable, a dissolution process can create pressure to sell at the wrong time and at the wrong price.
Common triggers that put you on the dissolution path
You don’t need a dramatic blow-up for dissolution risk to appear. It can start with everyday events such as a member wanting to exit, a death or disability, a divorce, or a disagreement about whether to invest more money into the business. Without an operating agreement, you may have no agreed-upon process for buyouts, valuation, voting thresholds, or who has the authority to act.
When emotions are high and time is short, default rules can make a difficult situation worse.
The business cost of a “sell everything” outcome
A rushed asset sale can reduce the value owners ultimately receive. Buyers often discount prices when they know a seller is under pressure. The sale process can disrupt operations, shake employee and customer confidence, and damage goodwill. Depending on how the sale is structured, it can also create tax inefficiencies compared to a planned transition.
How an operating agreement helps you stay in control
A well‑built operating agreement can prevent dissolution from turning into a fire sale by setting clear rules in advance. The most protective provisions usually include a buyout process, a valuation method, payment terms, authority during winding up, and a mechanism to resolve deadlocks. Many agreements also allow the remaining members to continue the business while buying out the departing member, rather than liquidating everything.
The point is not complexity. The point is predictability.
What to do if you don’t have one yet
If you’re operating a multi‑member LLC without an operating agreement, start by checking your state’s default dissolution rules and identifying the scenarios most likely to cause conflict. Then, put a simple agreement in place that focuses first on governance and exits. You can always expand it later, but you can’t retroactively create clarity once a dispute has already started.
Bottom line
A multi‑member LLC without an operating agreement is exposed to default legal rules that may not match the owners’ intentions. If dissolution happens, those rules can steer the company toward liquidation and asset sales that destroy value. A tailored operating agreement is one of the most practical ways to protect the business and maintain control over outcomes as circumstances change.
