Section 4-38-702 - Winding up(a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703, 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 § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a).(d) If the legal representative under subsection (c) 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 § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a); 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 circuit 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); or(3) in connection with a proceeding under § 4-38-701(a)(4).Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.