(a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series, then the remaining members associated with the dissolved series shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved series and there are no remaining members associated with the dissolved series, then all of the holders of the transferable interests associated with the series, or their designee, shall wind up the activities and affairs of the dissolved series in accordance with Section 10A-5A-11.10.
(b) The designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located may order judicial supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities and affairs:
(1) on application of a member associated with the series, if the applicant establishes good cause;
(2) on the application of a transferee associated with a series, if:
(A) there are no members associated with the series; and
(B) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (a); or
(3) in connection with a proceeding under Section 10A-5A-11.09(e).
Last modified: May 3, 2021