Effective 01 Dec 1993, see footnote

347.139. Effect of dissolution — acts required, distribution of assets — members or trustees. — 1. Upon the dissolution of a limited liability company, the limited liability company shall cease to carry on its business, except insofar as may be necessary or appropriate for the winding up of its business, but its separate existence shall continue until articles of termination have been filed with the secretary or until a decree terminating the limited liability company has been entered by a court of competent jurisdiction.

2. After its dissolution, the limited liability company shall do all other acts required to liquidate its business and affairs; proceed to collect its assets; pay, satisfy, or discharge its liabilities and obligations or make adequate provisions for the payment or discharge thereof; convey and dispose of such of its properties which are not to be distributed in kind to its members; and its assets shall be applied and distributed in the following order:

(1) If there are sufficient assets therefor, to creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under section 347.101 or 347.103. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor;

(2) Except as provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under section 347.101 or 347.103; and

(3) Except as provided in the operating agreement, to the members in the manner provided in section 347.101.

3. Upon the filing of the articles of termination as provided in section 347.045, the existence of the limited liability company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in sections 347.010 to 347.187. The authorized person or authorized persons at the time of termination, or the survivors of them or, if none, the members at the time of termination shall thereafter be trustees for the members and creditors of the terminated limited liability company and* as such shall have authority to distribute or convey any of the limited liability company's assets or its property discovered after termination, and to take such other action as may be necessary on behalf of and in the name of such terminated limited liability company. Except as provided in section 347.141, actions by or against the dissolved limited liability company brought for the purpose of collecting or settling assets or liabilities or claims discovered after termination may be brought or instituted in the name of the limited liability company.

­­--------

(L. 1993 S.B. 66 & 20 § 359.787)

Effective 12-01-93

*Word "and" does not appear in original rolls.