§ 86.491 — Events requiring dissolution and winding up of affairs; powers and duties of person winding up affairs; effect of certain events affecting member

1. A limited-liability company must be dissolved and its affairs wound up:
(a) At the time, if any, so specified in the articles of organization;
(b) Upon the occurrence of an event so specified in the articles of organization or operating agreement;
(c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members;
(d) Upon entry of a decree of judicial dissolution of the company pursuant to NRS 86.495 ; or
(e) Except as otherwise provided in subsection 5, within 180 days, or such other period provided in the articles of organization or operating agreement, after the company ceases to have any members, but the company is not required to be so dissolved and its affairs wound up if, within such period:
(1) The personal representative of the last remaining member agrees in writing to continue the company and the personal representative or its nominee or designee is admitted as a member; or
(2) Any person is admitted as a member pursuant to a provision of the operating agreement providing for the admission of a person as a member after there is no longer a member of the company.
2. The affairs of a series of a limited-liability company must be wound up:
(a) At the time, if any, so specified in the articles of organization;
(b) Upon the occurrence of an event so specified in the articles of organization or the operating agreement;
(c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members associated with the series;
(d) Upon entry of a decree of judicial termination of the series pursuant to NRS 86.495 ; or
(e) Except as otherwise provided in subsection 5, within 180 days, or such other period provided in the articles of organization or operating agreement, after the series ceases to have any associated members, but the affairs of the series are not required to be so wound up if, within such period:
(1) The personal representative of the last remaining member associated with the series agrees in writing to continue the series and the personal representative or its nominee or designee is admitted as a member associated with the series; or
(2) Any person is admitted as a member associated with the series pursuant to a provision of the operating agreement providing for the admission of a person as a member associated with the series after there is no longer a member associated with the series.
3. Unless otherwise provided in the articles of organization or operating agreement, upon:
(a) The occurrence of an event requiring the affairs of a limited-liability company to be wound up, a manager of the company who has not wrongfully terminated the company or, if none, the members, or a person approved by all the members, may wind up the affairs of the company, and the person or persons winding up the affairs of the company:
(1) May take all actions necessary or proper to wind up the affairs of the company; and
(2) Shall distribute the assets of the company as provided in NRS 86.521 to the creditors of the company and the members of the company.
(b) The occurrence of an event requiring the affairs of a series to be wound up, a manager of the series who has not wrongfully terminated the series or, if none, the members associated with a series, or a person approved by all those members, may wind up the affairs of the series, and the person or persons winding up the affairs of the series:
(1) May take all actions necessary or proper to wind up the affairs of the series; and
(2) Shall distribute the assets of the series as provided in NRS 86.521 to the creditors of the series and the members associated with the series.
4. Except as otherwise provided in this section, the articles of organization or the operating agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not:
(a) Terminate the status of the person as a member; or
(b) Cause the limited-liability company, or the series of the company with which the member is associated, to be dissolved or its affairs to be wound up.
5. Except as otherwise provided in the articles of organization or operating agreement, upon the death of a natural person who is the sole member of a limited-liability company or the sole member associated with a series, the status of the member, including the member’s interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The heir, successor or assign of the member’s interest becomes a substituted member pursuant to NRS 86.351 , subject to administration as provided by applicable law, without the permission or consent of the heirs, successors or assigns or those administering the estate of the deceased member.

Legislative History

(Added to NRS by 1991, 1302 ; A 1995, 2112 ; 1997, 723 ; 2001, 1394 , 3199 ; 2005, 2195 ; 2013, 1279 )