A limited liability company is dissolved and its affairs shall
be wound up upon the happening of the first of the following:
A.
In a proceeding by or for an owner, the Tribal Court or court of
competent jurisdiction may order dissolution of an LLC if any of the
following is established:
(1)
That it is not reasonably practicable to carry on the business of
the LLC.
(2)
That the LLC is not acting in conformity with its operating agreement.
(3)
That one or more managers are acting or will act in a manner that
is illegal, oppressive, or fraudulent.
(4)
That one or more owners in control of the LLC are acting or will
act in a manner that is illegal, oppressive, or fraudulent.
(5)
That LLC assets are being misapplied or wasted.
B.
If the Band is an owner of the LLC, any action under this section
must be brought in the Tribal Court, unless explicitly otherwise provided
in the operating agreement. Nothing in this section may be construed
as a waiver of the Band's sovereign immunity from suit, and any
waiver thereof must be provided explicitly in the LLC's operating
agreement.
A.
A dissolved LLC continues its legal existence but may not carry on
any business except that which is appropriate to wind up and liquidate
its business.
B.
Unless otherwise provided in its operating agreement:
(2)
The persons winding up the business of the LLC may do all of the
following in the name of and on behalf of the LLC:
(a)
Collect its assets.
(b)
Prosecute and defend suits.
(c)
Take any action necessary to settle and close the business of
the LLC.
(d)
Dispose of and transfer the property of the LLC.
(e)
Discharge or make provision for discharging the liabilities
of the LLC.
(f)
Distribute to the owners any remaining assets of the LLC.
C.
Dissolution of an LLC does not do any of the following:
(1)
Transfer title to the LLC's property.
(2)
Prevent transfer of all or part of an owner's interest.
(3)
Prevent commencement of a civil, criminal, administrative, or investigatory
proceeding by or against the LLC.
(4)
Abate or suspend a civil, criminal, administrative, or investigatory
proceeding pending by or against the LLC at the time of dissolution.
(5)
Terminate the authority of the registered agent of the LLC.
(6)
Alter the limited liability of an owner.
Upon the winding up of an LLC, the assets shall be distributed
in the following order:
A.
To creditors, including to the extent permitted by law, owners, and
former owners in satisfaction of liabilities of the LLC.
C.
Unless otherwise provided in the operating agreement, to owners and
former owners first for the return of their contributions in proportion
to their respective values and, thereafter, in proportion to their
respective rights to share in distributions from the LLC before dissolution.
After the dissolution of an LLC under § 4.2-47, the LLC may file articles of dissolution with the Office of the Tribal Council Secretary that include the following:
A.
A dissolved LLC may notify its known claimants in writing of the
dissolution and specify a procedure for making claims.
B.
A claim against the LLC is barred if:
(1)
A claimant who was given written notice under Subsection A, above, does not deliver the claim, in writing, to the LLC by the deadline specified in the notice; or
(2)
A claimant whose claim is rejected by the LLC does not commence a
proceeding to enforce the claim within ninety (90) days after receipt
of the rejection notice.
A claim not barred under § 4.2-52 may be enforced:
A.
Against the dissolved LLC, to the extent of its undistributed assets.
B.
If the dissolved LLC's assets have been distributed in liquidation,
against an owner of the LLC, other than the Band, to the extent of
the owner's proportionate share of the claim or of the assets
of the LLC distributed to the owner in liquidation, whichever is less,
but an owner's total liability for all claims under this section
may not exceed the total value of assets at the time distributed to
the owner.
