29.16.030 Winding Up

A dissolved LLC continues its legal existence but may not carry on any business except that which is appropriate to wind up and liquidate its business.

(a) Unless otherwise provided in articles of operation:

(1) The business of the LLC may be wound up by any of the following:

(A) The members or managers who have authority to manage the LLC before dissolution.

(B) In a judicial dissolution, the person(s) designated by the Court.

(2) The persons winding up the business of the LLC may do all of the following in the name of and on behalf of the LLC:

(A) Collect its assets.

(B) Prosecute and defend suits.

(C) Take any action necessary to settle and close the business of the LLC.

(D) Dispose of and transfer the property of the LLC.

(E) Discharge or make provision for discharging the liabilities of the LLC.

(F) Distribute to the members any remaining assets of the LLC.

(b) Dissolution of an LLC does not do any of the following:

(1) Transfer title to the LLC's property.

(2) Prevent transfer of all or part of a member's interest.

(3) Prevent commencement of a civil, criminal, administrative, or investigatory proceeding by or against the LLC.

(4) Abate or suspend a civil, criminal, administrative, or investigatory proceeding pending by or against the LLC at the time of dissolution.

(5) Terminate the authority of the registered agent of the LLC.

(6) Alter the limited liability of a member.