A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events: (1) an event specified in the operating agreement; (2) consent of the number or percentage of members specified in the operating agreement; (3) an event that makes it unlawful for all or substantially […]
(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused […]
(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company’s business, but on application of any member, member’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member […]
(a) A limited liability company is bound by a member’s or manager’s act after dissolution that: (1) is appropriate for winding up the company’s business; or (2) would have bound the company under section 1301 of this chapter before dissolution, if the other party to the transaction did not have notice of the dissolution. (b) […]
(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the office of the Lieutenant Governor articles of termination stating: (1) the name of the company; (2) the date of the dissolution; and (3) that the company’s business has been wound up and the legal […]
(a) In winding up a limited liability company’s business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this […]
(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) provide a […]
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the judicial district in which the dissolved limited liability company’s […]
The Lieutenant Governor may commence a proceeding to dissolve a limited liability company administratively if the company does not: (1) pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; or (2) deliver its annual report to the office of the Lieutenant Governor within 60 […]
(a) If the Lieutenant Governor determines that a ground exists for administratively dissolving a limited liability company, the Lieutenant Governor shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of […]
(a) A limited liability company administratively dissolved may apply to the office of the Lieutenant Governor for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the company and the effective date of its administrative dissolution; (2) state that the ground for dissolution either did not […]
(a) If the Lieutenant Governor denies a limited liability company’s application for reinstatement following administrative dissolution, the Lieutenant Governor shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denial of reinstatement to the Superior Court within 30 days after service of the notice […]
