CHAPTER 25-7
DISSOLUTION

25-7-1 Dissolution.

A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first of the following:

(A)    The occurrence of events specified in the Operating Agreement.

(B)    The written consent of all Owners.

(C)    An event of dissociation of an Owner, unless otherwise provided in the Operating Agreement or continuation is consented to by all remaining Owners.

(D)    Entry of a decree of judicial dissolution under Section 25-7-2.

25-7-2 Judicial Dissolution.

(A)    In a proceeding by or for an Owner, the Tribal Court or court of competent jurisdiction may order dissolution of an LLC if any of the following is established:

(1)    That it is not reasonably practicable to carry on the business of the LLC.

(2)    That the LLC is not acting in conformity with its Operating Agreement.

(3)    That one or more managers are acting or will act in a manner that is illegal, oppressive, or fraudulent.

(4)    That one or more Owners in control of the LLC are acting or will act in a manner that is illegal, oppressive, or fraudulent.

(5)    That LLC assets are being misapplied or wasted.

(B)    If the Nation is an Owner of the LLC, any action under this Section must be brought in the Tribal Court, unless explicitly otherwise provided in the Operating Agreement. Nothing in this Section may be construed as a waiver of the Nation’s sovereign immunity from suit, and any waiver thereof must be provided explicitly in the LLC’s Operating Agreement.

25-7-3 Winding Up.

(A)    A dissolved LLC continues its legal existence but may not carry on any business except that which is appropriate to wind up and liquidate its business.

(B)    Unless otherwise provided in its Operating Agreement:

(1)    The business of the LLC may be wound up by any of the following:

(a)    The Owners or managers who have authority to manage the LLC before dissolution.

(b)    In a judicial dissolution, the person(s) designated by the Tribal Court or court of competent jurisdiction.

(2)    The persons winding up the business of the LLC may do all of the following in the name of and on behalf of the LLC:

(a)    Collect its assets.

(b)    Prosecute and defend suits.

(c)    Take any action necessary to settle and close the business of the LLC.

(d)    Dispose of and transfer the property of the LLC.

(e)    Discharge or make provision for discharging the liabilities of the LLC.

(f)    Distribute to the Owners any remaining assets of the LLC.

(C)    Dissolution of a LLC does not do any of the following:

(1)    Transfer title to the LLC’s property.

(2)    Prevent transfer of all or part of an Owner’s interest.

(3)    Prevent commencement of a civil, criminal, administrative, or investigatory proceeding by or against the LLC.

(4)    Abate or suspend a civil, criminal, administrative, or investigatory proceeding pending by or against the LLC at the time of dissolution.

(5)    Terminate the authority of the registered agent of the LLC.

(6)    Alter the limited liability of an Owner.

25-7-4 Distribution of Assets.

Upon the winding up of an LLC, the assets shall be distributed in the following order:

(A)    To creditors, including to the extent permitted by law, Owners, and former Owners in satisfaction of liabilities of the LLC.

(B)    Unless otherwise provided in the Operating Agreement, to Owners and former Owners in satisfaction of liabilities for distributions under Sections 25-5-1, 25-5-3 and 25-5-4.

(C)    Unless otherwise provided in the Operating Agreement, to Owners and former Owners first for the return of their contributions in proportion to their respective values and, thereafter, in proportion to their respective rights to share in distributions from the LLC before dissolution.

25-7-5 Articles of Dissolution.

After the dissolution of an LLC under Section 25-7-1, the LLC may file articles of dissolution with the Office of the Secretary that include the following:

(A)    The name of the LLC.

(B)    The date of filing of its Articles of Organization.

(C)    The statutory grounds under Section 25-7-1 for dissolution.

(D)    The delayed effective date of the articles of dissolution under Section 25-1-11(C), if applicable.

25-7-6 Known Claims Against Dissolved LLC.

(A)    A dissolved LLC may notify its known claimants in writing of the dissolution and specify a procedure for making claims.

(B)    A claim against the LLC is barred if:

(1)    A claimant who was given written notice under subsection (A) above, does not deliver the claim, in writing, to the LLC by the deadline specified in the notice; or

(2)    A claimant whose claim is rejected by the LLC does not commence a proceeding to enforce the claim within ninety (90) days after receipt of the rejection notice.

25-7-7 Unknown or Contingent Claims.

A claim not barred under Section 25-7-6 may be enforced:

(A)    Against the dissolved LLC, to the extent of its undistributed assets.

(B)    If the dissolved LLC’s assets have been distributed in liquidation, against an Owner of the LLC, other than the Nation, to the extent of the Owner’s proportionate share of the claim or of the assets of the LLC distributed to the Owner in liquidation, whichever is less, but an Owner’s total liability for all claims under this Section may not exceed the total value of assets at the time distributed to the Owner.