Skip to main content
Find a Lawyer

North Dakota Century Code Title 10. Corporations § 10-32.1-51. Winding up

Current as of January 01, 2024 | Updated by Findlaw Staff

1. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.

2. In winding up its activities, a limited liability company:

a. 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

b. May:

(1) File with the secretary of state a notice of dissolution stating the name of the company and that the company is dissolved;

(2) Preserve the company activities and property as a going concern for a reasonable time;

(3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(4) Transfer the property of the company;

(5) Settle disputes by mediation or arbitration;

(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

(7) Perform other acts necessary or appropriate to the winding up.

3. 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.

4. 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:

a. 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

b. Shall promptly file with the secretary of state an amendment to the articles of organization of the company to:

(1) State that the company has no members;

(2) State that the person has been appointed pursuant to this subsection to wind up the company; and

(3) Provide the mailing address of the person.

5. 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:

a. On application of a member, if the applicant establishes good cause;

b. On the application of a transferee, if:

(1) The company does not have any members;

(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

(3) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection 4; or

c. In connection with a proceeding under subdivision d or e of subsection 1 of section 10-32.1-50.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-32.1-51. Winding up - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-32-1-51/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard