Montana Code 35-8-903. Winding up
35-8-903. Winding up. (1) Except as otherwise provided in the articles of organization or the operating agreement, the business or affairs of the limited liability company may be wound up:
Terms Used In Montana Code 35-8-903
- Articles of organization: means articles filed pursuant to 35-8-201 and those articles as amended or restated. See Montana Code 35-8-102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation, profession, or other lawful purpose, whether or not carried on for profit. See Montana Code 35-8-102
- Court: includes every court having jurisdiction in the case. See Montana Code 35-8-102
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means a person who has been admitted to membership in a limited liability company, as provided in 35-8-703, and who has not dissociated from the limited liability company. See Montana Code 35-8-102
- Operating agreement: means an agreement, including amendments, as to the conduct of the business and affairs of a limited liability company and the relations among the members, managers, and the company that is binding upon all of the members. See Montana Code 35-8-102
- Property: means real and personal property. See Montana Code 1-1-205
(a)by the members or managers who have authority under 35-8-304 to manage the limited liability company prior to dissolution; or
(b)if one or more of the members or managers have engaged in wrongful conduct or upon other cause shown, by the district court on application of any member or any member’s legal representative or assignee.
(2)The persons winding up the business or affairs of the limited liability company may, in the name of and for and on behalf of the limited liability company:
(a)prosecute and defend suits;
(b)settle and close the business of the limited liability company;
(c)dispose of and transfer the property of the limited liability company;
(d)discharge the liabilities of the limited liability company; and
(e)distribute to the members any remaining assets of the limited liability company.