§ 53-19-42 — Winding up

A. Except as may be provided in the articles of organization or an operating agreement, the business and affairs of the limited liability company shall be wound up: (1) by one or more persons designated in writing by members holding a majority of the voting power of all members, or if no such persons are so designated, by the members or managers who have authority to manage the limited liability company; or (2) by a court at any time, on application of any member, his legal representative or his assignee, if any person with authority to act pursuant to Paragraph (1) of this subsection shall have engaged in wrongful conduct or on other cause shown. B. The members, managers or other persons named in the articles of dissolution as having authority to wind up the business and affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company: (1) prosecute and defend suits; (2) complete the performance of obligations undertaken prior to dissolution and settle and close the business of the limited liability company; (3) dispose of and transfer the property of the limited liability company; (4) discharge the liabilities of the limited liability company; and (5) distribute to the members any remaining assets of the limited liability company.

Legislative History

Laws 1993, ch. 280, § 42.