-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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