57D-6-01. Dissolution. An LLC is dissolved upon the occurrence of any of the following: (1) An event causing the LLC to dissolve under the operating agreement. (2) If the LLC never had a member, as approved by the organizers under G.S. 57D-2-20(c). (3) If the LLC ever had a member, the 90th day after the […]
57D-6-02. Grounds for judicial dissolution. The superior court may dissolve an LLC in a proceeding brought by either of the following: (1) The Attorney General, if it is established that (i) the LLC obtained its articles of organization through fraud or (ii) the LLC continued to exceed or abuse the authority conferred on it by […]
57D-6-03. Procedure for judicial dissolution. (a) A proceeding under G.S. 57D-6-02 to dissolve an LLC is to be brought against the LLC. The party bringing the dissolution proceeding may not join an interest owner or company official as a party to the proceeding unless and to the extent relief is sought against the interest owner […]
57D-6-04. Receivership. (a) The court in a proceeding brought under G.S. 57D-6-02 to dissolve an LLC, or in a proceeding brought under G.S. 57D-6-07(c), may appoint one or more persons to serve as a receiver to manage the business of the LLC pending the court’s decision on dissolution and if dissolution is decreed by the […]
57D-6-05. Decree of judicial dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in G.S. 57D-6-02 exist and the alternative to judicial dissolution under G.S. 57D-6-03(d) is not applicable, it may enter a decree dissolving the LLC and the clerk of the court shall deliver a […]
57D-6-06. Administrative dissolution. (a) The Secretary of State may administratively dissolve an LLC if the Secretary of State determines that the LLC has done any of the following: (1) The LLC has not paid within 60 days after they are due any penalties, fees, or other payments due under this Chapter. (2) The LLC does […]
57D-6-07. Winding up. (a) After its dissolution, an LLC shall wind up. The winding up may include continuing the business of the LLC for a period of time. (b) Subject to subsection (c) of this section, the managers or other applicable company officials shall wind up the LLC after its dissolution. If the dissolved LLC […]
57D-6-08. Marshaling of assets. During the winding up of an LLC, the LLC’s assets are to be applied as follows: (1) First to creditors, including interest owners, managers, and other company officials who are creditors in satisfaction, whether by payment or making provision for payment of all liabilities of the LLC. (2) The balance to […]
57D-6-09. Articles of dissolution. Upon dissolution of an LLC, the LLC shall deliver articles of dissolution to the Secretary of State for filing. The articles of dissolution must provide the following information: (1) The name of the LLC. (2) The effective date of the dissolution. (3) Any other information the LLC elects to provide. (2013-157, […]
57D-6-10. Known claims against dissolved LLC. (a) A dissolved LLC for which articles of dissolution, a certificate of dissolution, or a decree of dissolution filed by the Secretary of State has become effective may dispose of known claims against it by notifying claimants in writing of the dissolution. The notice must do the following: (1) […]
57D-6-11. Unknown and certain other claims against dissolved LLC. (a) A dissolved LLC for which articles of dissolution, a certificate of dissolution, or a decree of dissolution filed by the Secretary of State has become effective may publish notice of its dissolution and request that persons with claims against the LLC present them in accordance […]
57D-6-12. Enforcement of claims. (a) A claim against a dissolved LLC under G.S. 57D-6-10 or G.S. 57D-6-11 may be enforced against either of the following: (1) Against the dissolved LLC to the extent of its undistributed assets, including coverage under any insurance policy. (2) Except as provided in G.S. 57D-6-13(d), against the interest owners of […]
57D-6-13. Court proceedings for contingent claims. (a) A dissolved LLC that has published a notice under G.S. 57D-6-11 may file an application with the superior court of the county in this State where the LLC’s principal office is or was last located or, if the LLC never had a principal office in this State, the […]
