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 […]
29-3702. 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 […]
29-3703. 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 […]
29-3704. 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 […]
29-3705. 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: […]
29-3706. Court proceedings A. A dissolved limited liability company that has filed and published a notice under section 29-3705 may file an application with the superior court in the county where the company’s principal address is located or, if the principal address is not located in this state, in the county where the office of […]
29-3707. Disposition of assets in winding up A. In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company’s obligations to creditors, including members that are creditors. B. After a limited liability company complies with subsection A of this section, any surplus assets must be distributed in […]
29-3708. Administrative dissolution A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following: 1. Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or […]
29-3709. Reinstatement A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution. B. If the limited liability company has not applied for reinstatement within six months after the effective date of the administrative dissolution, the […]
29-3710. Judicial review of denial of reinstatement A. If the commission denies a limited liability company’s application for reinstatement following administrative dissolution, the commission shall deliver to the company a notice in a record that explains the reasons for the denial to the address of the company’s statutory agent or, if the company does not […]
