Liquidating llc


23-Oct-2019 20:23

The lawmakers of the country have strived to simplify the process of liquidation of a company with the view to ensure that all the parties have an equitable share in the entity’s assets.

It is not strange to deem an organization desolated and initiate the process of liquidation if the purpose of the company has been full filled.

On the other hand, a single person company would dissolve due to the death of its only shareholder unless and until the successors declared their consent to resume the activities of the company within six months.

Although, if a company has been inactive then the competent authority may indicate that their trade name shall be crossed off the commercial register within three months unless they provide a valid reason.

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(b) Unless otherwise provided in a limited liability company agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of an event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution.

(a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company’s affairs; but the Court of Chancery, upon cause shown, may wind up the limited liability company’s affairs upon application of any member or manager, or the member’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution.