Section 450.4808 – Winding Up; Distribution of Assets; Order; Filing Tax Returns and Paying Tax Obligations.
450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations. Sec. 808. (1) Upon the winding up of a limited liability company, the assets shall be distributed in the following order: (a) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the […]
Section 450.4804 – Certificate of Dissolution; Filing; Contents.
450.4804 Certificate of dissolution; filing; contents. Sec. 804. (1) When it begins winding up its affairs, a limited liability company that dissolves under section 801(b) or (c) shall execute a certificate of dissolution as provided in section 103 and file the certificate with the administrator. The certificate of dissolution shall contain all of the following: […]
Section 450.4805 – Winding Up by Managers, Members, or Circuit Court; Procedures; Right to Maintain Actions.
450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions. Sec. 805. (1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers that have not wrongfully dissolved a limited liability company may wind up the company’s affairs, but the circuit court […]
Section 450.4806 – Dissolution; Notice to Existing Claimants; Contents; Validity of Claim Not Recognized; Claims Barred Under Certain Conditions; “Existing Claim” Defined; Effective Date of Notice.
450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice. Sec. 806. (1) The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice […]
Section 450.4807 – Dissolution; Publication of Notice; Requirements; Commencing Proceeding to Enforce Claims; Claimants With Known Existing Claims Not Receiving Notice.
450.4807 Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice. Sec. 807. (1) A dissolved limited liability company may also publish notice of dissolution and request that persons with claims against the company present them in accordance with the notice. (2) The notice shall be in […]
Section 450.4801 – Dissolution and Winding Up; Conditions.
450.4801 Dissolution and winding up; conditions. Sec. 801. A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (a) Automatically, if a time specified in the articles of organization is reached. (b) If a vote of the members or other event specified in the articles […]
Section 450.4802 – Dissolution; Decree by Circuit Court.
450.4802 Dissolution; decree by circuit court. Sec. 802. Upon application by or for a member, the circuit court for the county in which the registered office of a limited liability company is located may decree dissolution of the company whenever the company is unable to carry on business in conformity with the articles of organization […]
Section 450.4803 – Dissolution; Action by Attorney General; Grounds; Other Actions Not Excluded.
450.4803 Dissolution; action by attorney general; grounds; other actions not excluded. Sec. 803. (1) The attorney general may bring an action in the circuit court for the county in which the registered office of a limited liability company is located for dissolution of the limited liability company on the ground that the company has committed […]