§ 8872. Winding up and filing of certificates
Purdon's Pennsylvania Statutes and Consolidated StatutesTitle 15 Pa.C.S.A. Corporations and Unincorporated AssociationsEffective: February 21, 2017
Purdon's Pennsylvania Statutes and Consolidated Statutes
Title 15 Pa.C.S.A. Corporations and Unincorporated Associations (Refs & Annos)
Part III. Partnerships and Limited Liability Companies (Refs & Annos)
Chapter 88. Limited Liability Companies (Refs & Annos)
Subchapter G. Dissolution and Winding up (Refs & Annos)
Effective: February 21, 2017
15 Pa.C.S.A. § 8872
Formerly cited as PA ST 15 Pa.C.S.A. § 8973; PA ST 15 Pa.C.S.A. § 8975; PA ST 15 Pa.C.S.A. § 8976
§ 8872. Winding up and filing of certificates
(c) Conduct of winding up when no members.--If a dissolved limited liability company has no members, the personal representative, guardian or other person authorized to act on behalf of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under section 8847(c) (relating to management of limited liability company) and is deemed to be a manager for the purposes of section 8834(a) (relating to liability of members and managers).
(d) Action by transferees.--If the personal representative, guardian or other person authorized to act under subsection (c) declines or fails to wind up the company's activities and affairs, a person may be appointed to do so by the consent of 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:
(f) Certificate of termination.--When all debts, obligations and other liabilities of the limited liability company have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the company have been distributed to the members, a certificate of termination shall be delivered to the department for filing along with the certificates required by section 139 (relating to tax clearance of certain fundamental transactions). The certificate of termination shall set forth:
Section 134 (relating to docketing statement).
Section 135 (requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Section 8815(c)(16) (relating to contents of operating agreement).
Section 8823 (relating to signing of filed documents).
Credits
2016, Nov. 21, P.L. 1328, No. 170, § 29, effective in 90 days [Feb. 21, 2017].
15 Pa.C.S.A. § 8872, PA ST 15 Pa.C.S.A. § 8872
Current through Act 11 of the 2024 Regular Session. Some statute sections may be more current, see credits for details.
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