48-249-610 - Procedure in winding up.
48-249-610. Procedure in winding up.
(a) Winding up by merger. If the business of the LLC is wound up and terminated by the merger of the dissolved LLC into a surviving entity:
(1) The procedures stated in § 48-249-702 shall be followed; and
(2) Sections 48-249-609, 48-249-611, 48-249-612, 48-249-613 and 48-249-620 do not apply.
(b) Winding up other than by merger. If the business of the LLC is to be wound up and terminated, other than by the merger of the dissolved LLC into a surviving entity, the procedures stated in subsections (c)-(e) shall be followed.
(c) Debts of dissolved LLC. When a notice of dissolution has been filed with the secretary of state, the members of a member-managed LLC, the managers of a manager-managed LLC, or the board of directors of a director-managed LLC, as applicable, shall proceed as soon as possible to:
(1) Collect, or make provision for the collection of, all known debts due or owing to the LLC, including unperformed contribution agreements; and
(2) Except as provided in § 48-249-611, pay, or make provision for the payment of, all known debts, obligations, and liabilities of the LLC, according to their priorities under § 48-249-620.
(d) Sale of assets. Notwithstanding § 48-249-705, when a notice of dissolution has been filed with the secretary of state, the managers of a manager-managed LLC or the board of directors of a director-managed LLC may sell, lease, transfer or otherwise dispose of all, or substantially all, of the property and assets of a dissolved LLC, without a vote of the members.
(e) Distribution of remaining assets. All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC shall be distributed to the members and holders of financial rights, in accordance with § 48-249-620, subject to § 48-249-305(d).
[Acts 2005, ch. 286, § 1; 2006, ch. 620, § 35.]