86.491 - Events requiring dissolution and winding up of affairs; effect of certain events affecting member.
86.491 Events requiring dissolution and winding up of affairs; effect of certain events affecting member.
1. A limited-liability company must be dissolved and its affairs wound up:
(a) At the time, if any, specified in the articles of organization;
(b) Upon the occurrence of an event specified in an operating agreement;
(c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members; or
(d) Upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
2. The affairs of a series of a limited-liability company must be wound up:
(a) At the time, if any, specified in the articles of organization;
(b) Upon the occurrence of an event specified in the operating agreement;
(c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series; or
(d) Upon entry of a decree of judicial termination of the series pursuant to NRS 86.495.
3. Unless otherwise provided in the articles of organization or operating agreement, upon the occurrence of an event requiring the affairs of a series to be wound up, a manager of the series who has not wrongfully terminated the series or, if none, the members associated with a series, or a person approved by all those members, may wind up the affairs of the series. Unless otherwise provided in the articles of organization or operating agreement, the person or persons winding up the affairs of the series:
(a) May take all actions necessary or proper to wind up the affairs of the series; and
(b) Shall distribute the assets of the series as provided in NRS 86.521 to the creditors of the series and the members associated with the series.
4. Except as otherwise provided in the articles of organization or operating agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not:
(a) Terminate the status of the person as a member; or
(b) Cause the limited-liability company to be dissolved or its affairs to be wound up.
5. Except as otherwise provided in the articles of organization or operating agreement, upon the death of a natural person who is the sole member of a limited-liability company or the sole member associated with a series, the status of the member, including the member’s interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The heir, successor or assign of the member’s interest becomes a substituted member pursuant to NRS 86.351, subject to administration as provided by applicable law, without the permission or consent of the heirs, successors or assigns or those administering the estate of the deceased member.
(Added to NRS by 1991, 1302; A 1995, 2112; 1997, 723; 2001, 1394, 3199; 2005, 2195)