(1) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. (2) In winding up its activities, a limited liability company: (a) Shall discharge the company's debts, obligations or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and (b) May: (i) Deliver to the secretary of state for filing a statement of dissolution stating the name of the company and that the company is dissolved; (ii) Preserve the company activities and property as a going concern for a reasonable time; (iii) Prosecute and defend actions and proceedings, whether civil, criminal or administrative; (iv) Transfer the company's property; (v) Settle disputes by mediation or arbitration; (vi) 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 (vii) Perform other acts necessary or appropriate to the winding up. (3) 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 of the company. If the person does so, the person has the powers of a sole manager under section 30-6-407 (3), Idaho Code, and is deemed to be a manager for the purposes of section 30-6-304 (1)(b), Idaho Code. (4) If the legal representative under subsection (3) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the right to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (a) Has the powers of a sole manager under section 30-6-407 (3), Idaho Code, and is deemed to be a manager for the purposes of section 30-6-304 (1)(b), Idaho Code; and (b) Shall promptly deliver to the secretary of state for filing an amendment to the company's certificate of organization to: (i) State that the company has no members; (ii) State that the person has been appointed pursuant to this subsection to wind up the company; and (iii) Provide the street and mailing addresses of the person. (5) The district 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: (a) On application of a member, if the applicant establishes good cause; (b) On the application of transferee, if: (i) The company does not have any members; (ii) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (iii) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (3) of this section; or (c) In connection with a proceeding under section 30-6-701 (1)(d) or (e), Idaho Code.
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