(1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the limited liability company. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the limited liability company and all of its property, wherever located.
The court may appoint an individual, a domestic entity, or a foreign entity authorizedto transact business or conduct activities in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
The court shall describe the powers and duties of the receiver or custodian in itsappointing order, which may be amended from time to time. Among other powers:
(a) The receiver:
May dispose of all or any part of the property of the limited liability company wherever located, at a public or private sale, if authorized by the court; and
May sue and defend in the receiver's own name as receiver of the limited liabilitycompany in all courts; or
(b) The custodian, with the authority of a manager of a limited liability company, the articles of organization of which provide that it is to be managed by managers, may exercise all of the powers of the limited liability company, through or in place of its managers or members, to the extent necessary to manage the affairs of the limited liability company in the best interests of its members and creditors.
The court during a receivership may redesignate the receiver a custodian, and duringa custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the limited liability company and its members and creditors.
The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the limited liability company or proceeds from the sale of the assets.
Source: L. 2003: Entire part R&RE, p. 2274, § 192, effective July 1, 2004. L. 2006: (3)(b) amended, p. 864, § 38, effective July 1.