§ 23-18-9-3 — Powers of dissolved company; effect of dissolution

(a) A dissolved limited liability company may
only carry on business that is appropriate to wind up and liquidate its
business and affairs, including the following:
(1) Collecting its assets.
(2) Disposing of properties that will not be distributed in kind to
members.
(3) Discharging or making provision for discharging liabilities.
(4) Distributing the remaining property among the members.
(5) Doing every other act necessary to wind up and liquidate its
business and affairs.
(b) Dissolution of a limited liability company does not do the
following:
(1) Transfer title to the limited liability company's property.
(2) Alter the personal liability of members under IC 23-18-3-3.
(3) Subject members or managers to standards of conduct
different from those prescribed under IC 23-18-4-2.
(4) Change the:
(A) voting requirements for members or managers;
(B) provisions for appointment, resignation, or removal of
managers, if any; or
(C) provisions for amending the operating agreement.
(5) Prevent commencement of a proceeding by or against the
limited liability company in its name.
(6) Abate or suspend a proceeding pending by or against the
limited liability company on the effective date of dissolution.
(7) Terminate the authority of the registered agent of the limited
liability company.

Legislative History

As added by P.L.8-1993, SEC.301.