A limited liability company is dissolved and its affairs shall
be wound up upon the happening of the first of the following:
A. The occurrence of events specified in the operating agreement.
B. The written consent of all owners.
C. An event of dissociation of an owner, unless otherwise provided in
the operating agreement or continuation is consented to by all remaining
owners.
D. Entry of a decree of judicial dissolution under §
4.2-48.
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.
B. Unless otherwise provided in the operating agreement, to owners and former owners in satisfaction of liabilities for distributions under §§
4.2-32,
4.2-34 and
4.2-35.
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:
B. The date of filing of its articles of organization.
C. The statutory grounds under §
4.2-47 for dissolution.
D. The delayed effective date of the articles of dissolution under §
4.2-11C, if applicable.
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.