Section 10-32.1-51 - Winding up1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.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; andb. 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; andb. 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; orc. In connection with a proceeding under subdivision d or e of subsection 1 of section 10-32.1-50.Added by S.L. 2015, ch. 87 (HB 1136),§ 19, eff. 7/1/2015.