The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 007 : Winding up of Company Business

• § 4103. Right to wind up limited liability company’s business

  (a) After dissolution, a member may participate in winding up a limited liability company’s business, but on application of any member, member’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.

  (b) In winding up its activities, a limited liability company:

  (1) shall discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities, and marshal and distribute the assets of the company; and

  (2) may:

  (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved;

  (B) preserve the company activities and property as a going concern for a reasonable time;

  (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

  (D) transfer the company’s property;

  (E) settle disputes by mediation or arbitration; and

  (F) perform other acts necessary or appropriate to the winding up.

  (c) If a dissolved limited liability company has no members, 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, the person has the powers of a sole manager under subsection 4054(c) of this title and is deemed to be a manager for the purposes of subdivision 4042(a)(2) of this title.

  (d)(1) If the legal representative under subsection (c) of this section declines or fails to wind up the company’s activities, a person may be appointed to do so by the consent of transferees who own a majority of the rights to receive distributions as transferees at the time the consent is to be effective.

  (2) A person appointed under this subsection:

  (A) has the powers of a sole manager under subsection 4054(c) of this title and is deemed to be a manager for purposes of subdivision 4042(a)(2) of this title; and

  (B) shall promptly deliver to the Secretary of State for filing an amendment to the company’s certificate of organization to:

  (i) state that the company has no members;

  (ii) state that the person has been appointed pursuant to this subsection (d) to wind up the company; and

  (iii) provide the street and mailing addresses of the person.

  (e) The Superior 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 company’s activities:

  (1) on application of a member, if the applicant establishes good cause;

  (2) on the application of a transferee, if:

  (A) the company does not have any members;

  (B) the legal representative of the last person to have been a member declines or fails to wind up the company’s activities; and

  (C) within a reasonable time following the dissolution, a person has not been appointed pursuant to subsection (c) of this section; or

  (3) in connection with a proceeding under subdivision 4101(a)(4) or (5) of this title. (Added 2015, No. 17, § 2.)