I. Before making any distributions of assets to any members and managers upon the winding up of a limited liability company, the limited liability company or any person or persons authorized to wind up the limited liability company's internal affairs shall first obtain a certificate of dissolution from the department of revenue administration in accordance with RSA 77-A:18. II. Upon the completion of the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company; (b) Unless an operating agreement provides otherwise, to members and former members in satisfaction of liabilities for distributions under RSA 304-C:94 and RSA 304-C:105; and (c) Unless an operating agreement provides otherwise, to members first for the return of their contributions and second respecting their limited liability company interests. III. Distributions to members and former members under subparagraph II(b) shall be allocated in accordance with RSA 304-C:95.
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