D.C. Code § 29-807.02: Winding up.

(a)

A dissolved limited liability company shall wind up its activities and affairs, and, except as otherwise provided in § 29-807.06, shall continue after dissolution only for the purpose of winding up.

(b)

In winding up its activities and affairs, a limited liability company:

(1)

Shall:

(A)

Discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company; and

(B)

Deliver to the Mayor for filing a statement of dissolution stating the name of the company and that the company is dissolved; and

(2)

May:

(A)

Preserve the company activities and affairs and property as a going concern for a reasonable time;

(B)

Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(C)

Transfer the company’s property;

(D)

Settle disputes by mediation or arbitration;

(E)

Deliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated; 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 and affairs of the company. If the person does so, the person shall have the powers of a sole manager under § 29-804.07(c) and shall be deemed to be a manager for the purposes of § 29-803.04(a)(2).

(d)

If the legal representative under subsection (c) of this section declines or fails to wind up the 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 § 29-804.07(c) and shall be deemed to be a manager for the purposes of § 29-803.04(a)(2); and

(2)

Shall promptly deliver to the Mayor for filing an amendment to the company’s certificate of organization to:

(A)

State that the company has no members;

(B)

State that the person has been appointed pursuant to this subsection to wind up the company; and

(C)

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 and affairs:

(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 affairs; and

(C)

Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or

(3)

In connection with a proceeding under § 29-807.01(a)(4) or (5).