-
Current through October 23, 2012
(a) A dissolved limited liability company shall wind up its activities, and the company shall continue after dissolution only for the purpose of winding up.
(b) In winding up its activities, a limited liability company:
(1) Shall:
(A) 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
(B) Deliver to the Mayor for filing a statement of dissolution stating the name of the company and that the company is dissolved; and
(2) May:
(A) Preserve the company activities and property as a going concern for a reasonable time;
(B) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(C) Transfer the company's property;
(D) Settle disputes by mediation or arbitration;
(E) Deliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated; and
(F) Perform other acts necessary or appropriate to the winding up.
(c) 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 shall have the powers of a sole manager under § 29-804.07(c) and shall be deemed to be a manager for the purposes of § 29-803.04(a)(2).
(d) If the legal representative under subsection (c) of this section 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 subsection:
(1) Has the powers of a sole manager under § 29-804.07(c) and shall be deemed to be a manager for the purposes of § 29-803.04(a)(2); and
(2) Shall promptly deliver to the Mayor for filing an amendment to the company's certificate of organization to:
(A) State that the company has no members;
(B) State that the person has been appointed pursuant to this subsection to wind up the company; and
(C) Provide the street and mailing addresses of the person.
(e) The Superior 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:
(A) The company does not have any members;
(B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and
(C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or
(3) In connection with a proceeding under § 29-807.01(a)(4) or (5).
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 702 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
