TITLE 30

CORPORATIONS

CHAPTER 25

LIMITED LIABILITY COMPANIES

PART 7

DISSOLUTION AND WINDING UP

30-25-702.  WINDING UP. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 30-25-703, Idaho Code, the company continues after dissolution only for the purpose of winding up.

(b)  In winding up its activities and affairs, a limited liability company:

(1)  Shall discharge the company’s debts, obligations, and other liabilities, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company; and

(2)  May:

(A)  Deliver to the secretary of state for filing a statement of dissolution stating the name of the company and that the company is dissolved;

(B)  Preserve the company activities, affairs, and property as a going concern for a reasonable time;

(C)  Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(D)  Transfer the company’s property;

(E)  Settle disputes by mediation or arbitration;

(F)  Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and

(G)  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 and affairs of the company. If the person does so, the person has the powers of a sole manager under section 30-25-407(c), Idaho Code, and is deemed to be a manager for the purposes of section 30-25-304(a), Idaho Code.

(d)  If the legal representative under subsection (c) of this section declines or fails to wind up the limited liability company’s activities and affairs, 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 section 30-25-407(c), Idaho Code, and is deemed to be a manager for the purposes of section 30-25-304(a), Idaho Code; and

(2)  Shall deliver promptly to the secretary of state for filing an amendment to the company’s certificate of organization stating:

(A)  That the company has no members;

(B)  The name and street and mailing addresses of the person; and

(C)  That the person has been appointed pursuant to this subsection to wind up the company.

(e)  The district 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 and affairs:

(1)  On the 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 (c) of this section; or

(3)  In connection with a proceeding under section 30-25-701(a), Idaho Code.

History:

[30-25-702, added 2015, ch. 243, sec. 49, p. 891.]