Minn. Stat. § 322C.0702 — MN Code / Part 300_323A / Chapter 322C / Section 322C.0702
§ 322C.0702 WINDING UP.
Status: in_force

§ Subdivision 1. Winding up required. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.

§ Subd. 2. Winding up process. In winding up its activities, a limited liability company: (1) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and (2) may: (i) file with the secretary of state a statement of dissolution stating the name of the company and that the company is dissolved; (ii) preserve the company activities and property as a going concern for a reasonable time; (iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (iv) transfer the company's property; (v) settle disputes by mediation or arbitration; (vi) file with the secretary of state a statement of termination stating the name of the company and that the company is terminated; and (vii) perform other acts necessary or appropriate to the winding up.

§ Subd. 3. Winding up by legal representative. If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under section 322C.0407, subdivision 3 , and is deemed to be a manager for the purposes of section 322C.0304, subdivision 1 , clause (2).

§ Subd. 4. Winding up by person other than legal representative. If the legal representative under subdivision 3 declines or fails to wind up the company's activities, 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 subdivision: (1) has the powers of a sole manager under section 322C.0407, subdivision 3 , and is deemed to be a manager for the purposes of section 322C.0304, subdivision 1 , clause (2); and (2) shall promptly file with the secretary of state an amendment to the company's articles of organization to: (i) state that the company has no members; (ii) state that the person has been appointed pursuant to this subdivision to wind up the company; and (iii) provide the street address of the person.

§ Subd. 5. Judicial supervision. The appropriate court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (i) the company does not have any members; (ii) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (iii) within a reasonable time following the dissolution a person has not been appointed pursuant to subdivision 4; or (3) in connection with a proceeding under section 322C.0701, subdivision 1 , clause (4) or (5).