§ 1804. Member’s or manager’s power and liability as agent after dissolution
(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) […]
§ 1805. Articles of termination
(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 […]
§ 1806. Distribution of assets in winding up limited liability company’s business
(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 […]
§ 1702. Court action to determine fair value of distributional interest
(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (1) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or […]
§ 1703. Dissociated member’s power to bind limited liability company
For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company’s business, the company, including a surviving company under subchapter IX of this chapter, is bound by an act of the dissociated member which would have bound the company under section 1301 of this […]
§ 1704. Statement of dissociation
(a) A dissociated member or a limited liability company may file in the office of the Lieutenant Governor a statement of dissociation stating the name of the company and that the member is dissociated from the company. (b) For the purposes of sections 1301 and 1703 of this chapter, a person not a member is […]
§ 1801. Events causing dissolution and winding up of company’s business
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 […]
§ 1802. Limited liability company continues after dissolution
(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 […]
§ 1504. Rights of creditor
(a) On application by a judgment creditor of a member of a limited liability company or of a member’s transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to […]
§ 1601. Events causing member’s dissociation
A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) the company’s having notice of the member’s express will to withdraw upon the date of notice or on a later date specified by the member; (2) an event agreed to in the operating agreement as causing […]