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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

025

:
LIMITED LIABILITY COMPANIES






Subchapter

007
:
WINDING UP OF COMPANY BUSINESS










 

§

4103. Right to wind up limited liability company's business

(a) After

dissolution, a member may participate in winding up a limited liability

company's business, but on application of any member, member's legal

representative, or transferee, the Superior Court, for good cause shown, may

order judicial supervision of the winding up.

(b) In winding

up its activities, a limited liability company:

(1) shall

discharge the company's debts, obligations, or other liabilities, settle and

close the company's activities, 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 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; and

(F) 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 of the

company. If the person does so, the person has the powers of a sole manager

under subsection 4054(c) of this title and is deemed to be a manager for the

purposes of subdivision 4042(a)(2) of this title.

(d)(1) If the

legal representative under subsection (c) of this section declines or fails to

wind up the company's activities, a person may be appointed to do so by the

consent of transferees who own a majority of the rights to receive

distributions as transferees at the time the consent is to be effective.

(2) A person

appointed under this subsection:

(A) has the

powers of a sole manager under subsection 4054(c) of this title and is deemed

to be a manager for purposes of subdivision 4042(a)(2) of this title; and

(B) shall

promptly deliver to the Secretary of State for filing an amendment to the company's

certificate of organization to:

(i) state that

the company has no members;

(ii) state that

the person has been appointed pursuant to this subsection (d) to wind up the

company; and

(iii) provide

the street and mailing addresses of the person.

(e) The Superior

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:

(1) on

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 subdivision 4101(a)(4) or (5) of this title.

(Added 2015, No. 17, § 2.)