North Dakota Code 10-32.1-51 – Winding up
1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.
Terms Used In North Dakota Code 10-32.1-51
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- following: when used by way of reference to a chapter or other part of a statute means the next preceding or next following chapter or other part. See North Dakota Code 1-01-49
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
2. In winding up its activities, a limited liability company:
a. Shall discharge the debts, obligations, or other liabilities of the company, settle and close the activities of the company, and marshal and distribute the assets of the company; and
b. May:
(1) File with the secretary of state a notice of dissolution stating the name of the company and that the company is dissolved; (2) Preserve the company activities and property as a going concern for a reasonable time; (3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (4) Transfer the property of the company; (5) Settle disputes by mediation or arbitration; (6) File with the secretary of state articles of dissolution and termination stating the name of the company and that the company is terminated; and
(7) Perform other acts necessary or appropriate to the winding up.
3. If a dissolved limited liability company has no members, then 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, then the person has the powers of a sole manager under subsection 3 of section 10-32.1-39, and is deemed to be a manager for the purposes of subdivision b of subsection 1 of section 10-32.1-26.
4. If the legal representative under subsection 3 declines or fails to wind up the activities of the company, then 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:
a. Has the powers of a sole manager under subsection 3 of section 10-32.1-39, and is deemed to be a manager for the purposes of subdivision b of subsection 1 of section 10-32.1-26; and
b. Shall promptly file with the secretary of state an amendment to the articles of organization of the company to:
(1) State that the company has no members; (2) State that the person has been appointed pursuant to this subsection to wind up the company; and
(3) Provide the mailing address of the person.
5. The appropriate 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 activities of the company:
a. On application of a member, if the applicant establishes good cause; b. On the application of a transferee, if:
(1) The company does not have any members; (2) The legal representative of the last person to have been a member declines or fails to wind up the activities of the company; and
(3) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection 4; or
c. In connection with a proceeding under subdivision d or e of subsection 1 of section 10-32.1-50.