Pennsylvania Dissolution Package to Dissolve Limited Liability Company LLC
PENNSYLVANIA
LIMITED LIABILITY COMPANY
DISSOLUTION
STATUTORY REFERENCE:
PENNSYLVANIA CONSOLIDATED STATUTES ANNOTATED, Title 15, Chapter 89,
§§ 8971-8978
A LLC is dissolved and its affairs must be wound up upon the happening
of the first to occur of the following events:
At the time or upon the happening of events specified in the certificate
of organization.
At the time or upon the happening of events specified in writing in the
operating agreement.
By the unanimous written agreement or consent of all members.
Upon a member becoming a bankrupt or executing an assignment for the benefit
of creditors or the death, retirement, resignation, expulsion or dissolution
of a member or the occurrence of any other event that terminates the continued
membership of a member in the LLC unless the business of the LLC is continued
by the consent of all the remaining members given within 90 days following
such event or under a right to do so stated in the operating agreement.
Entry of an order of judicial dissolution.
On application by or for a member, the court may order dissolution of a
LLC whenever it is not reasonably practicable to carry on the business
in conformity with the operating agreement.
Unless winding up of the LLC's affairs is pursuant to court order or
is otherwise provided for in the operating agreement, the LLC's affairs
are wound up by the managers. If there are no managers, then winding
up is done by:
The members who have not wrongfully dissolved the LLC; or
A person approved by the members or, if there is more than one class or
group of members, by each class or group of members, in each case by a
majority in interest of the members in each class or group.
A court may wind up the affairs of an LLC upon the application of any member,
his legal representative or assignee. A court may appoint a liquidating
trustee.
In settling accounts after dissolution of the LLC, the liabilities of
the limited liability LLC are to be satisfied in the following order:
Creditors, including members or managers who are creditors, in the order
of priority as provided by law, in satisfaction of the liabilities of the
LLC, whether by payment or the making of reasonable provision for payment,
other than liabilities for distributions to members under §8932 (relating
to distributions) or §8933 (relating to distributions upon an event
of dissociation).
Unless otherwise provided in the operating agreement, to members and former
members in satisfaction of liabilities for distributions under §8932
or §8933.
Unless otherwise provided in the operating agreement, to members in respect
of:
Their contributions to capital.
Their share of the profits and other compensation by way of income on their
contributions.
A LLC that has dissolved must pay or make reasonable provision to pay all
claims and obligations, including all contingent, conditional or unmatured
claims and obligations, known to the LLC and all claims and obligations
that are known to the LLC but for which the      ÂÂ
identity of the claimant is unknown. If there are sufficient assets, claims
and obligations must be paid in full. If there are insufficient assets,
claims and obligations are to be paid or provided for according to their
priority and, among claims and obligations of equal priority, ratably
to the extent of assets available for payment.
After the payment of liabilities, and unless otherwise provided in the
operating agreement, any remaining assets are to be distributed as provided
by PENNSYLVANIA CONSOLIDATED STATUTES ANNOTATED, Title 15, Chapter 89,
§§ 8971-8978.
A liquidating trustee winding up the affairs of a LLC is not personally
liable to the claimants of the dissolved LLC by reason of his actions
in winding up the LLC.
When a certificate of dissolution is filed, the existence of the limited
liability LLC ceases except for the purpose of legal actions, other
proceedings, and appropriate action as provided by law.
The manager or managers in office at the time of dissolution or the
survivors of them or, if       management
of the LLC is retained by the members, then all members are thereafter
trustees for the members and creditors of the dissolved LLC.ÂÂ
As trustees, they have the authority to distribute any LLC property discovered
after dissolution, convey real estate, and take such other action as may
be necessary on behalf of and in the name of such dissolved LLC.
The dissolution of a LLC does not eliminate or impair any remedy available
to or against the LLC or its managers or members for any right or
claim existing or liability incurred prior to the dissolution, if an action
thereon is brought on behalf of:
The LLC within the time otherwise limited by law; or
Any other person before or within two years after the date of the dissolution
or within the time otherwise limited by law, whichever is less.
Once a LLC has been dissolved, actions may be prosecuted against and defended
by the LLC in the name of the LLC.
The dissolution of a LLC does not affect the limited liability of members
with respect to transactions occurring or acts or omissions done or omitted
in the name of or by the LLC. Provided, however, that each
member is liable for his pro rata portion of the unpaid liabilities
of the LLC up to the amount of the net assets of theÂÂ
LLC distributed to the member in connection with the dissolution.
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