-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.Page: Previous 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 NextLast modified: March 27, 2008