Winding up of affairs of limited liability company

(1) All limited liability companies, whether they expire by their own limitations or are otherwise dissolved, shall nevertheless be continued for such time as the members deem reasonable for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their business, dispose of and convey their property, discharge their liabilities, and distribute to the members any remaining assets, but not for the purpose of continuing the business for which the limited liability company was organised. With respect to any action, suit, or proceeding begun by or against the limited liability company either prior to or within three years after the date of its expiration or dissolution, and not concluded within such period, the limited liability company shall be continued beyond that period for the purpose of concluding such action, suit or proceeding and until any judgment, order, or decree therein shall be fully executed. (2) Upon the dissolution of any limited liability company, the managers shall be trustees thereof, with full power to settle the affairs, collect the outstanding debts, sell and convey the property, real and personal, as may be required by the laws of the jurisdiction where situated, prosecute and defend all such suits as may be necessary or proper for the purposes aforesaid, distribute the money and other property among the members after paying or adequately providing for payment of its liabilities and obligations, and do all other acts which might be done by the limited liability company, before dissolution, that may be necessary for the final settlement of the unfinished business of the limited liability company. (3) At any time within three years after the filing of the articles of dissolution, the Court, in a special proceeding instituted under this section, upon the petition of the limited liability company, or of a creditor, claimant, manager, member, or organiser or any other person with an interest, may continue the liquidation of the limited liability company under its supervision and it may make all such orders as it may deem proper in all matters in connection with the dissolution or in winding up the affairs of the limited liability company, 72 including the appointment or removal of a receiver, who may be a manager or member of the limited liability company. (4) At the end of the period of dissolution as provided in this Part, articles of termination shall be filed with the Registrar as provided in section 79 of this Act.