17-29-702. Winding up.

(a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities, a limited liability company:

(i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and

(ii) May:

(A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;

(B) Preserve the company activities and property as a going concern for a reasonable time;

(C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;

(D) Transfer the company's property;

(E) Settle disputes by mediation or arbitration;

(F) Reserved; and

(G) Perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii).

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:

(i) Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii); and

(ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to:

(A) State that the company has no members;

(B) State that the person has been appointed pursuant to this subsection to wind up the company; and

(C) Provide the street and mailing addresses of the person.

(e) A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:

(i) On application of a member, if the applicant establishes good cause;

(ii) On the application of a transferee, if:

(A) The company does not have any members;

(B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or

(iii) In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v).