347.139. Effect of dissolution--acts required, distribution of assets--members or trustees.
Effect of dissolution--acts required, distribution of assets--membersor trustees.
347.139. 1. Upon the dissolution of a limited liabilitycompany, the limited liability company shall cease to carry onits business, except insofar as may be necessary or appropriatefor the winding up of its business, but its separate existenceshall continue until articles of termination have been filed withthe secretary or until a decree terminating the limited liabilitycompany has been entered by a court of competent jurisdiction.
2. After its dissolution, the limited liability companyshall do all other acts required to liquidate its business andaffairs; proceed to collect its assets; pay, satisfy, ordischarge its liabilities and obligations or make adequateprovisions for the payment or discharge thereof; convey anddispose of such of its properties which are not to be distributedin kind to its members; and its assets shall be applied anddistributed in the following order:
(1) If there are sufficient assets therefor, to creditors,including members who are creditors, to the extent permitted bylaw, in satisfaction of liabilities of the limited liabilitycompany other than liabilities for distributions to members undersection 347.101 or 347.103. If there are insufficient assets,such claims and obligations shall be paid or provided foraccording to their priority and, among claims and obligations ofequal priority, ratably to the extent of assets availabletherefor;
(2) Except as provided in the operating agreement, tomembers and former members in satisfaction of liabilities fordistributions under section 347.101 or 347.103; and
(3) Except as provided in the operating agreement, to themembers in the manner provided in section 347.101.
3. Upon the filing of the articles of termination asprovided in section 347.045, the existence of the limitedliability company shall cease, except for the purpose of suits,other proceedings and appropriate action as provided in sections347.010 to 347.187. The authorized person or authorized personsat the time of termination, or the survivors of them or, if none,the members at the time of termination shall thereafter betrustees for the members and creditors of the terminated limitedliability company and* as such shall have authority to distributeor convey any of the limited liability company's assets or itsproperty discovered after termination, and to take such otheraction as may be necessary on behalf of and in the name of suchterminated limited liability company. Except as provided insection 347.141, actions by or against the dissolved limitedliability company brought for the purpose of collecting orsettling assets or liabilities or claims discovered aftertermination may be brought or instituted in the name of thelimited liability company.
(L. 1993 S.B. 66 & 20 § 359.787)Effective 12-1-93
*Word "and" does not appear in original rolls.