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

(2) Unless otherwise provided in its operating agreement:

(a) The business of the limited liability company may be wound up by any of the following:

(i) The owners or managers who have authority to manage the limited liability company before dissolution.

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

(b) The persons winding up the business of the limited liability company may do all of the following in the name of and on behalf of the limited liability company:

(i) Collect its assets.

(ii) Prosecute and defend suits.

(iii) Take any action necessary to settle and close the business of the limited liability company.

(iv) Dispose of and transfer the property of the limited liability company.

(v) Discharge or make provision for discharging the liabilities of the limited liability company.

(vi) Distribute to the owners any remaining assets of the limited liability company.

(c) Dissolution of a limited liability company does not do any of the following:

(i) Transfer title to the limited liability company’s property.

(ii) Prevent transfer of all or part of an owner’s interest.

(iii) Prevent commencement of a civil, criminal, administrative, or investigatory proceeding by or against the limited liability company.

(iv) Abate or suspend a civil, criminal, administrative, or investigatory proceeding pending by or against the limited liability company at the time of dissolution.

(v) Terminate the authority of the registered agent of the limited liability company.

(vi) Alter the limited liability of an owner. [Res. 2023-10-019 § 1, 2023.]