(a) A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following:
(1) An event or circumstance that the operating agreement states causes dissolution;
(2) The consent of all the members;
(3) The passage of 90 consecutive days during which the company has no members;
(4) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that:
(A) The conduct of all or substantially all of the company's activities is unlawful; or
(B) It is not reasonably practicable to carry on the company's activities in conformity with the certificate of organization and the operating agreement; or
(5) On application by a member, the entry by Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:
(A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(b) In a proceeding brought under subsection (a)(5) of this section, the Superior Court may order a remedy other than dissolution.
(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 § 701 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(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.
(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which shall have the effect as provided in subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall:
(1) Specify the information required to be included in a claim;
(2) Provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of the claim, which shall not be less than 120 days after the date the notice is received by the claimant; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company shall be barred if the requirements of subsection (b) of this section are met and:
(1) The claim is not received by the specified deadline; or
(2) If the claim is timely received but rejected by the company:
(A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and
(B) The claimant does not commence the required action within the 90 days.
(d) This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
(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 § 703 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice authorized by subsection (a) of this section shall:
(1) Be published at least once in a newspaper of general circulation in the District;
(2) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(3) State that a claim against the company is barred unless an action to enforce the claim is commenced within 3 years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within 3 years after the publication date of the notice, the claim of each of the following claimants shall be barred:
(1) A claimant that did not receive notice in a record under § 29-807.03;
(2) A claimant whose claim was timely sent to the company but not acted on; and
(3) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) Against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph shall not exceed the total amount of assets distributed to the person after dissolution.
(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 § 704 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under § 29-805.03:
(1) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under § 29-805.02.
(c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1) of this section, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) All distributions made under subsections (b) and (c) of this section must be paid in money.
(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 § 705 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
