§ 57C-6-04. Winding up.

NORTH CAROLINA STATUTES AND CODES

§ 57C‑6‑04. Winding up.

(a) Except as otherwiseprovided in this Chapter, the articles of organization, or a written operatingagreement, the managers shall wind up the limited liability company's affairsfollowing its dissolution. If the dissolved limited liability company has nomanagers, and provision is not otherwise made in the articles of organizationor a written operating agreement, the legal representative of or successor tothe last remaining member may wind up the limited liability company's affairs.The court may wind up the limited liability company's affairs, or appoint aperson to wind up its affairs, on application of any member, his legalrepresentative, or assignee.

(b) As promptly asreasonably possible following dissolution as is consistent with obtaining thefair market value for the limited liability company's assets, the personscharged with winding up the limited liability company shall collect its assets,dispose of its properties that will not be distributed in kind to its members, dischargeor make provision for discharging its liabilities, and distribute its remainingassets as provided in G.S. 57C‑6‑05. The limited liability companyshall continue in existence following its dissolution and during its windingup, but shall carry on only that business appropriate to wind up and liquidateits business and affairs.

(c) The dissolution ofthe limited liability company does not transfer title to its assets, preventassignment of its member interests, subject its managers to standards of conductdifferent from those prescribed in Article 3 of this Chapter, change anyprovisions of its operating agreement except as provided in subsection (b) ofthis section, prevent commencement of a proceeding by or against the limitedliability company in its own name, abate or suspend a proceeding by or againstthe limited liability company, or terminate the authority of the registeredagent of the limited liability company. (1993, c. 354, s. 1; 2001‑387, s. 75.)