{"data":{"id":"us-nd/n.d.-cent.-code-10-32.1-54","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 10-32.1-54","heading":"Distribution of assets in winding up limited liability activities of the company","body":"1.Except as provided in subsection 5, in winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.\n2.After a limited liability company complies with subsection 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 10-32.1-45:\na.To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and\nb.In equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 10-32.1-44.\n3.If a limited liability company does not have sufficient surplus to comply with subdivision a of subsection 2, then any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.\n4.All distributions made under subsections 2 and 3 must be paid in money.\n5.a.Notwithstanding subsections 1 through 4, in winding up its activities a limited liability company created after July 31, 2017, shall apply its assets to discharge its obligations to creditors, including members that are creditors.\nb.After a limited liability company complies with subdivision a, any surplus must be distributed in the following order, subject to any charging order in effect under section 10-32.1-45 and unless otherwise provided in the articles of organization or an operating agreement:\n(1)To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and\n(2)In proportion to the value of the contributions of members and dissociated members, except to the extent necessary to comply with any transfer effective under section 10-32.1-44.\nc.If a limited liability company does not have sufficient surplus to comply with paragraph 1 of subdivision b, any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.\nd.All distributions made under subdivisions a and b must be paid in money unless otherwise provided in the articles of organization or in an operating agreement, or by the unanimous consent of the voting members.","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":"29c3da9ae222aaea0bba350561a0a8a093104a962a76ef5f6dc44d67daf60e01","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-10-32.1-53","next":"us-nd/n.d.-cent.-code-10-32.1-55"},"notice":"GroundRules: Original legal text. Not legal advice."}