§ 14-11-605 — Distribution of assets

(a) In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 , its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members. (b) To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 a claim against it, such claim may be enforced: (1) Against the limited liability company, to the extent of its undistributed assets; or (2) Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her. As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members.