Section 10A-5A-7.01 Events of dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the limited liability company agreement states causes dissolution. (b) Consent of all members to dissolve. (c) When there is no remaining […]
Section 10A-5A-7.02 Effect of dissolution. (a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be […]
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or […]
Section 10A-5A-7.04 Known claims against dissolved limited liability company. (a) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited liability company. (b) A dissolved limited liability company may give notice […]
Section 10A-5A-7.05 Other claims against dissolved limited liability company. (a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time […]
Section 10A-5A-7.06 Application of assets in winding up limited liability company’s activities and affairs. Upon the winding up of a limited liability company, the assets shall be applied 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 […]
Section 10A-5A-7.07 Reinstatement after dissolution. A limited liability company that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the members or other persons entitled to consent at the time that is: (1) required for reinstatement under the limited liability company agreement; or (2) […]
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company’s certificate of formation. The certificate of […]
Section 10A-5A-7.09 Limited liability company name upon reinstatement. The name of a limited liability company following reinstatement shall be determined as follows: (a) If the limited liability company remains in the Secretary of State’s records as a limited liability company which has not been dissolved, then the name of the limited liability company following reinstatement […]
Section 10A-5A-7.10 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement, the limited liability company shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited liability company after the dissolution […]
