N.Y. Limited Liability Company Law § 703: Winding up

§ 703. Winding up. (a) In the event of a dissolution of a limited

liability company, except for a dissolution pursuant to section seven

hundred two of this article, unless otherwise provided in the operating

agreement, the members may wind up the limited liability company's

affairs. Upon cause shown, the supreme court in the judicial district in

which the office of the limited liability company is located may wind up

the limited liability company's affairs upon application of any member,

or his or her legal representative or assignee, and in connection

therewith may appoint a receiver or liquidating trustee.

(b) Upon dissolution of a limited liability company, the persons

winding up the limited liability company's affairs may, in the name of

and for and on behalf of the limited liability company, prosecute and

defend suits, whether civil, criminal or administrative, settle and

close the limited liability company's business, dispose of and convey

the limited liability company's property, discharge the limited

liability company's liabilities and distribute to the members any

remaining assets of the limited liability company, all without affecting

the liability of members including members participating in the winding

up of the limited liability company's affairs.