(1) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in ss. 605.0708 and 605.0715, the company continues after dissolution only for the purpose of winding up.
(2) In winding up its activities and affairs, a limited liability company:
(a) Shall discharge or make provision for the company’s debts, obligations, and other liabilities as provided in ss. 605.0710-605.0713, settle and close the company’s activities and affairs, and marshal and distribute the assets of the company; and
(b) May:
1. Preserve the company’s activities, affairs, and property as a going concern for a reasonable time;
2. Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
3. Transfer title to the company’s real estate and other property;
4. Settle disputes by mediation or arbitration;
5. Dispose of its properties that will not be distributed in kind to its members; and
6. Perform other acts necessary or appropriate to the winding up.
(3) 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 and affairs of the company. If the legal representative does so, the person has the powers of a sole manager under s. 605.0407(3) and is deemed to be a manager for the purposes of s. 605.0304(1).
(4) If the legal representative under subsection (3) declines or fails to wind up the company’s activities and affairs, a person may be appointed to do so by the consent of the 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 has the powers of a sole manager under s. 605.0407(3) and is deemed to be a manager for the purposes of s. 605.0304(1).
(5) A circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of one or more persons to wind up the company’s activities and affairs:
(a) On application of a member or manager if the applicant establishes good cause;
(b) On the application of a transferee if:
1. The company does not have any members;
2. The legal representative of the last person to have been a member declines or fails to wind up the company’s activities and affairs; or
3. Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (3);
(c) On application of a creditor of the company if the applicant establishes good cause, but only if a receiver, custodian, or another person has not already been appointed for that purpose under this chapter; or
(d) In connection with a proceeding under s. 605.0702 if a receiver, custodian, or another person has not already been appointed for that purpose under s. 605.0704.
(6) The person or persons appointed by a court under subsection (5) may also be designated trustees for or receivers of the company with the authority to take charge of the limited liability company’s property; to collect the debts and property due and belonging to the limited liability company; to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes described above; to appoint an agent or agents under them; and to do all other acts that might be done by the limited liability company, if in being, which may be necessary for the final settlement of the unfinished activities and affairs of the limited liability company. The powers of the trustees or receivers may be continued as long as the court determines is necessary for the above purposes.
(7) A dissolved limited liability company that has completed winding up may deliver to the department for filing a statement of termination that provides the following:
(a) The name of the limited liability company.
(b) The date of filing of its initial articles of organization.
(c) The date of the filing of its articles of dissolution.
(d) The limited liability company has completed winding up its activities and affairs and has determined that it will file a statement of termination.
(e) Other information as determined by the authorized representative.
(8) The manager or managers in office at the time of dissolution or the survivors of such manager or managers, or, if none, the members, shall thereafter be trustees for the members and creditors of the dissolved limited liability company. The trustees may distribute property of the limited liability company discovered after dissolution, convey real estate and other property, and take such other action as may be necessary on behalf of and in the name of the dissolved limited liability company.
History.—s. 2, ch. 2013-180.