Events requiring dissolution and winding up of affairs; effect of certain events affecting member.
1. A limited-liability company organized pursuant to this chapter must be dissolved and its affairs wound up:
(a) At the time, if any, specified in the articles of organization;
(b) Upon the occurrence of an event specified in an operating agreement;
(c) Unless otherwise provided in the articles of organization or operating agreement, upon the affirmative vote or written agreement of all the members; or
(d) Upon entry of a decree of judicial dissolution pursuant to NRS 86.495.
2. Except as otherwise provided in the articles of organization or operating agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member or any other event affecting a member, including, without limitation, a sole member, does not:
(a) Terminate the status of the person as a member; or
(b) Cause the limited-liability company to be dissolved or its affairs to be wound up.
3. Except as otherwise provided in the articles of organization or operating agreement, upon the death of a natural person who is the sole member of a limited-liability company, the status of the member, including the member’s interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The heir, successor or assign of the member’s interest becomes a substituted member pursuant to NRS 86.351, subject to administration as provided by applicable law, without the permission or consent of the heirs, successors or assigns or those administering the estate of the deceased member.
Last modified: February 26, 2006