{"data":{"id":"us-id/idaho-code-30-25-702","jurisdiction":"us-id","citation":"Idaho Code § 30-25-702","heading":"WINDING UP.","body":"(a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 30-25-703, Idaho Code, the company continues after dissolution only for the purpose of winding up.\n(b) In winding up its activities and affairs, a limited liability company:\n(1) Shall discharge the company’s debts, obligations, and other liabilities, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company; and\n(2) May:\n(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;\n(B) Preserve the company activities, affairs, and property as a going concern for a reasonable time;\n(C) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;\n(D) Transfer the company’s property;\n(E) Settle disputes by mediation or arbitration;\n(F) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and\n(G) Perform other acts necessary or appropriate to the winding up.\n(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 has the powers of a sole manager under section 30-25-407(c), Idaho Code, and is deemed to be a manager for the purposes of section 30-25-304(a), Idaho Code.\n(d) If the legal representative under subsection (c) of this section declines or fails to wind up the limited liability 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) Has the powers of a sole manager under section 30-25-407(c), Idaho Code, and is deemed to be a manager for the purposes of section 30-25-304(a), Idaho Code; and\n(2) Shall deliver promptly to the secretary of state for filing an amendment to the company’s certificate of organization stating:\n(A) That the company has no members;\n(B) The name and street and mailing addresses of the person; and\n(C) That the person has been appointed pursuant to this subsection to wind up the company.\n(e) The district 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) On the application of a member, if the applicant establishes good cause;\n(2) On the application of a transferee, if:\n(A) The company does not have any members;\n(B) The legal representative of the last person to have been a member declines or fails to wind up the company’s activities; and\n(C) Within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or\n(3) In connection with a proceeding under section 30-25-701(a), Idaho Code.","path":["TITLE 30 CORPORATIONS","CHAPTER 25 LIMITED LIABILITY COMPANIES","PART 7 DISSOLUTION AND WINDING UP"],"source_url":"https://legislature.idaho.gov/statutesrules/idstat/title30/t30ch25/sect30-25-702/","current_through":"2026 Legislative Session","vintage":"","retrieved_at":"2026-09-04T11:18:38Z","sha256":"f414fe78b530a1444d0a132b596dec8e6b9393bf3d86d68e1588561bab67e313","source_id":"us-id","stale":false,"prev":"us-id/idaho-code-30-25-701","next":"us-id/idaho-code-30-25-703"},"notice":"GroundRules: Original legal text. Not legal advice."}