§ 45 — Winding up affairs of dissolved limited liability company

Section 45. (a) Unless otherwise provided in an operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members pursuant to the operating agreement, or if there is no operating agreement, pursuant to section twenty-one, may wind up the limited liability company's affairs; but the superior court department of the trial court, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.(b) Upon dissolution and notwithstanding the filing of a certificate of cancellation pursuant to section 14, a limited liability company may continue its existence but shall not carry on any business except as necessary to wind up its affairs or distribute its assets which may include, but shall not be limited to, prosecuting and defending suits, whether civil, criminal or administrative, gradually settling and closing the limited liability company's business, disposing of and conveying the limited liability company's property, discharging or making reasonable provision for the limited liability company's liabilities and distributing to members any remaining assets of the limited liability company, without affecting the liability of members and managers and without imposing liability on a liquidating trustee.