§ 322C.0702 — WINDING UP

Minnesota § 322C.0702

• Jurisdiction: Minnesota
• Part: BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS
• Ch. 322C: MINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

Text

Subdivision 1.Winding up required.
A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.

Subd. 2.Winding up process.
In winding up its activities, a limited liability company:
(1) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and
(2) may:
(i) file with the secretary of state a statement of dissolution stating the name of the company and that the company is dissolved;
(ii) preserve the company activities and property as a going concern for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) transfer the company's property;
(v) settle disputes by mediation or arbitration;
(vi) file with the secretary of state a statement of termination stating the name of the company and that the company is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.

Subd. 3.Winding up by legal representative.
If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under section322C.0407, subdivision 3, and is deemed to be a manager for the purposes of section322C.0304, subdivision 1, clause (2).

Subd. 4.Winding up by person other than legal representative.
If the legal representative under subdivision 3 declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subdivision:
(1) has the powers of a sole manager under section322C.0407, subdivision 3, and is deemed to be a manager for the purposes of section322C.0304, subdivision 1, clause (2); and
(2) shall promptly file with the secretary of state an amendment to the company's articles of organization to:
(i) state that the company has no members;
(ii) state that the person has been appointed pursuant to this subdivision to wind up the company; and
(iii) provide the street address of the person.

Subd. 5.Judicial supervision.
The appropriate court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:
(1) on application of a member, if the applicant establishes good cause;
(2) on the application of a transferee, if:
(i) the company does not have any members;
(ii) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and
(iii) within a reasonable time following the dissolution a person has not been appointed pursuant to subdivision 4; or
(3) in connection with a proceeding under section322C.0701, subdivision 1, clause (4) or (5).

Legislative History

2014 c 157 art 1 s 48