§ 29-3701 – Events causing dissolution
29-3701. Events causing dissolution A. A limited liability company is dissolved, and its activities and affairs must be wound up, on the occurrence of any of the following: 1. An event or circumstance that the operating agreement or articles of organization state causes dissolution. 2. The consent to dissolution is given in a record signed […]
§ 29-3403 – Liability for contributions
29-3403. Liability for contributions A. A person’s obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H. A person’s obligation to make a contribution to the company is not excused […]
§ 29-3702 – Winding up
29-3702. Winding up A. A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 29-3703, 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 […]
§ 29-3404 – Sharing of and right to distributions before dissolution
29-3404. Sharing of and right to distributions before dissolution A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in effect […]
§ 29-3703 – Rescinding dissolution
29-3703. Rescinding dissolution A. A limited liability company may rescind its dissolution, unless the articles of termination applicable to the company have become effective, a court of competent jurisdiction has entered an order under section 29-3701, subsection A, paragraph 4 dissolving the company or the commission has dissolved the company under section 29-3708. B. Rescinding […]
§ 29-3405 – Limitations on distributions
29-3405. Limitations on distributions A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies: 1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company’s activities and affairs. […]
§ 29-3704 – Known claims against dissolved limited liability company
29-3704. Known claims against dissolved limited liability company A. Except as otherwise provided in subsection D of this section, a dissolved limited liability company may give notice of a known claim under subsection B of this section and the notice has the effect provided in subsection C of this section. B. A dissolved limited liability […]
§ 29-3406 – Liability for improper distributions
29-3406. Liability for improper distributions A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-3405. B. An action under […]
§ 29-3705 – Other claims against dissolved limited liability company
29-3705. Other claims against dissolved limited liability company A. A dissolved limited liability company that has filed a notice of winding up may require persons having claims against the company to present them in accordance with a notice to claimants in conformity with this section. B. A notice under subsection A of this section must: […]
§ 29-3407 – Management of limited liability company
29-3407. Management of limited liability company A. Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers. B. In a member-managed limited liability company, the following apply: 1. Except as expressly provided in this chapter, the management and […]