(a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703 , the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) . (d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703 , the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) . (d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703 , the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) . (d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703 , the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) . (d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) . (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) .
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