Hubert Enterprises, Incorporated, Successor By Merger To Hubert Holding Company - Page 15




                                        -15-                                          
          17-15-123(a).7  Thus, LCL’s default on its obligation to repay              
          the recourse notes would not entitle LCL’s recourse creditor to             
          compel the dissolution of LCL.8  The DRO also would not apply to            
          HBW if LCL defaulted on its debt and HBW had a positive capital             
          account following a liquidation of HBW’s interest in LCL.  Given            


               7 Wyo. Stat. Ann. sec. 17-15-123(a), provides:                         
               A limited liability company organized under this                       
               chapter shall be dissolved upon the occurrence of any                  
               of the following events:                                               
                    (i)  When the period fixed for the duration of the                
               limited liability company shall expire;                                
                    (ii)  By the unanimous written agreement of all                   
               members; or                                                            
                    (iii)  Upon the death, retirement, resignation,                   
               expulsion, bankruptcy, dissolution of a member or                      
               occurrence of any other event which terminates the                     
               continued membership of a member in the limited                        
               liability company, unless the business of the limited                  
               liability company is continued by the consent of all                   
               the remaining members under a right to do so stated in                 
               the articles of organization of the limited liability                  
               company.                                                               
          Upon the happening of the last of the three events just listed,             
          the revised operating agreement allows the business of LCL to be            
          continued by the consent of the remaining member.                           
               8 Nor are we aware of any provision in Wyoming law that                
          would allow LCL’s recourse creditor to cause LCL to liquidate to            
          make the DRO provision effective.  See Wyo. Stat. Ann.                      
          secs. 17-15-101 through 17-15-147.  We are not unmindful of Wyo.            
          Stat. Ann. sec. 17-15-145.  Under that section, a creditor of a             
          limited liability company may be able to force liquidation of the           
          limited liability company in certain cases if a member of that              
          company defaulted on a personal debt owed to the creditor.                  
          There, however, it is not a debt of the limited liability company           
          that is involved; it is the debt of the member.                             






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