(a) 
A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first of the following:
(1) 
The occurrence of events specified in articles of operation.
(2) 
The written consent of all members.
(3) 
An event of dissociation of a member, unless otherwise provided in articles of operation or continuation is consented to by all remaining members.
(4) 
Entry of a decree of judicial dissolution under subdivision b) below.
(b) 
In a proceeding by or for a member, the Court may order dissolution of a 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 articles of operation.
(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 members 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.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
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
(a) 
Unless otherwise provided in articles of operation:
(1) 
The business of the LLC may be wound up by any of the following:
(i) 
The members or managers who have authority to manage the LLC before dissolution.
(ii) 
In a judicial dissolution, the persons) designated by the Court.
(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:
(i) 
Collect its assets.
(ii) 
Prosecute and defend suits.
(iii) 
Take any action necessary to settle and close the business of the LLC.
(iv) 
Dispose of and transfer the property of the LLC
(v) 
Discharge or make provision for discharging the liabilities of the LLC.
(vi) 
Distribute to the members any remaining assets of the LLC
(b) 
Dissolution of a LLC does not do any of the following:
(1) 
Transfer title to the LLC’s property.
(2) 
Prevent transfer of all or part of a member’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 a member.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
Upon the winding up a LLC, the assets shall be distributed in the following order:
(a) 
To creditors, including to the extent permitted by law, members, and former members in satisfaction of liabilities of the LLC.
(b) 
Unless otherwise provided in articles of operation, to members and former members in satisfaction of liabilities for distributions.
(c) 
Unless otherwise provided in articles of operation, to members and former members 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.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
After the dissolution of a LLC, the LLC may file articles of dissolution with the Tribal Council Secretary that includes the following:
(a) 
The name of the LLC.
(b) 
The date of filing of its articles of organization.
(c) 
The statutory grounds under Section 26.07.01 for dissolution.
(d) 
The delayed effective date of the articles of dissolution, if applicable.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
(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 subdivision a, above, does not deliver the claim, in writing, to the LLC by the deadline specified in the notice.
(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.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)
A claim not barred under Section 26.07.05 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 a member of the LLC, other than the Nation, to the extent of the member’s proportionate share of the claim or of the assets of the LLC distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this Section may not exceed the total value of assets at the time distributed to the member.
(Res. 08-A-053, 3/25/2008, on an emergency basis. Finalized after a public hearing 3/14/2016 via Res. 16-A-020, 3/28/2016)