{"data":{"id":"us-nd/n.d.-cent.-code-10-32.1-51","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 10-32.1-51","heading":"Winding up","body":"1.A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.\n2.In winding up its activities, a limited liability company:\na.Shall discharge the debts, obligations, or other liabilities of the company, settle and close the activities of the company, and marshal and distribute the assets of the company; and\nb.May:\n(1)File with the secretary of state a notice of dissolution stating the name of the company and that the company is dissolved;\n(2)Preserve the company activities and property as a going concern for a reasonable time;\n(3)Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;\n(4)Transfer the property of the company;\n(5)Settle disputes by mediation or arbitration;\n(6)File with the secretary of state articles of dissolution and termination stating the name of the company and that the company is terminated; and\n(7)Perform other acts necessary or appropriate to the winding up.\n3.If a dissolved limited liability company has no members, then the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, then the person has the powers of a sole manager under subsection 3 of section 10-32.1-39, and is deemed to be a manager for the purposes of subdivision b of subsection 1 of section 10-32.1-26.\n4.If the legal representative under subsection 3 declines or fails to wind up the activities of the company, then 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:\na.Has the powers of a sole manager under subsection 3 of section 10-32.1-39, and is deemed to be a manager for the purposes of subdivision b of subsection 1 of section 10-32.1-26; and\nb.Shall promptly file with the secretary of state an amendment to the articles of organization of the company to:\n(1)State that the company has no members;\n(2)State that the person has been appointed pursuant to this subsection to wind up the company; and\n(3)Provide the mailing address of the person.\n5.The appropriate 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 activities of the company:\na.On application of a member, if the applicant establishes good cause;\nb.On the application of a transferee, if:\n(1)The company does not have any members;\n(2)The legal representative of the last person to have been a member declines or fails to wind up the activities of the company; and\n(3)Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection 4; or\nc.In connection with a proceeding under subdivision d or e of subsection 1 of section 10-32.1-50.","path":["Title 10 Corporations","Chapter 10-32.1 Uniform Limited Liability Company Act"],"source_url":"https://ndlegis.gov/cencode/t10c32-1.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"d3f60f7fb3b42c127994281b13aaa310faeaa470b4a247e29ac4b67d0a006523","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-10-32.1-50","next":"us-nd/n.d.-cent.-code-10-32.1-52"},"notice":"GroundRules: Original legal text. Not legal advice."}