42:2C-56 Distribution of assets in winding up limited liability company's activities.
56.Distribution of Assets in Winding Up Limited Liability Company's Activities.
a.In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
b.After a limited liability company complies with subsection a. of this section, any surplus shall be distributed in the following order, subject to any order in effect under section 43 of this act:
(1)to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(2)in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 42 of this act.
c.If a limited liability company does not have sufficient surplus to comply with paragraph (1) of subsection b. of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
d.All distributions made under subsections b. and c. of this section shall be paid in money.
L.2012, c.50, s.56; amended 2013, c.276, s.8.
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Last modified: October 11, 2016