{"data":{"id":"us-dc/d.c.-code-29-807.02","jurisdiction":"us-dc","citation":"D.C. Code § 29-807.02","heading":"Winding up.","body":"(a)\nA 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.\n\n(b)\nIn winding up its activities and affairs, a limited liability company:\n(1)\nShall:\n(A)\nDischarge 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\n(B)\nDeliver to the Mayor for filing a statement of dissolution stating the name of the company and that the company is dissolved; and\n(2)\nMay:\n(A)\nPreserve the company activities and affairs and property as a going concern for a reasonable time;\n(B)\nProsecute and defend actions and proceedings, whether civil, criminal, or administrative;\n(C)\nTransfer the company’s property;\n(D)\nSettle disputes by mediation or arbitration;\n(E)\nDeliver to the Mayor for filing a statement of termination stating the name of the company and that the company is terminated; and\n(F)\nPerform other acts necessary or appropriate to the winding up.\n\n(c)\nIf 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).\n\n(d)\nIf 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:\n(1)\nHas 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\n(2)\nShall promptly deliver to the Mayor for filing an amendment to the company’s certificate of organization to:\n(A)\nState that the company has no members;\n(B)\nState that the person has been appointed pursuant to this subsection to wind up the company; and\n(C)\nProvide the street and mailing addresses of the person.\n\n(e)\nThe 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:\n(1)\nOn application of a member, if the applicant establishes good cause;\n(2)\nOn the application of a transferee, if:\n(A)\nThe company does not have any members;\n(B)\nThe legal representative of the last person to have been a member declines or fails to wind up the company’s activities and affairs; and\n(C)\nWithin a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or\n(3)\nIn connection with a proceeding under § 29-807.01(a)(4) or (5).","path":["Title 29. Business Organizations. [Enacted title]","Chapter 8. Limited Liability Companies.","Subchapter VII. Dissolution and Winding up."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-807.02","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"7ead4576ae806919504c1df0160420250debbbbdd3eb8ca02efba8938d3a24d6","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-807.01","next":"us-dc/d.c.-code-29-807.03"},"notice":"GroundRules: Original legal text. Not legal advice."}