Limited Liability Company – General – Nevada
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A limited-liability company must be dissolved and its affairs wound up:
1. At the time, if any, specified in the articles of organization;
2. Upon the occurrence of an event specified in an operating agreement; or
3. By the unanimous written agreement of all members.
The dissolution of a limited-liability company does not impair any remedy or cause of action available to or against it or its managers or members arising before its dissolution and commenced within 2 years after the date of the dissolution. A dissolved company continues as a company for the purpose of prosecuting and defending suits, actions, proceedings and claims of any kind or nature by or against it and of enabling it gradually to settle and close its business, to collect and discharge its obligations, to dispose of and convey its property, and to distribute its assets, but not for the purpose of continuing the business for which it was established.
In settling accounts after dissolution, the liabilities of a limited-liability company must be paid in the following order:
1. To creditors, including members who are creditors, in the order of priority as provided and to the extent otherwise permitted by law, except those to members of the limited-liability company on account of their contributions;
2. To members of the limited-liability company in respect of their share of the profits and other compensation by way of income on their contributions; and
3. To members of the limited-liability company in respect of their contributions to capital.
Subject to any statement in the operating agreement, members share in the company assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims.
When all debts, liabilities and obligations have been paid and discharged, or adequate provision has been made for those debts, liabilities, and obligations, and all of the remaining property and assets have been distributed to the members, articles of dissolution must be filed with the Secretary of State. The articles must be signed by a manager, or if there is no manager, then by a member of the limited liability company.
Upon filing of the articles of dissolution, the existence of the company ceases except for the purpose of suits, other proceedings and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, are thereafter trustees for the members and creditors of the dissolved company and as such have authority to distribute any property of the company discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the dissolved company.
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