Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-702 - Winding up

(a)
A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in §
4-38-703
, the company continues after dissolution only for the purpose of winding up.
(b)
In winding up its activities and affairs, a limited liability company:
(1)
shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and
(2)
may:
(A)
deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved;
(B)
preserve the company activities, affairs, and property as a going concern for a reasonable time;
(C)
prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(D)
transfer the company's property;
(E)
settle disputes by mediation or arbitration;
(F)
deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and
(G)
perform other acts necessary or appropriate to the winding up.
(c)
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 and affairs of the company. If the person does so, the person has the powers of a sole manager under §
4-38-407(c)
and is deemed to be a manager for the purposes of §
4-38-304(a)
.
(d)
If the legal representative under subsection (c) declines or fails to wind up the limited liability 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:
(1)
has the powers of a sole manager under §
4-38-407(c)
and is deemed to be a manager for the purposes of §
4-38-304(a)
; and
(2)
shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating:
(A)
that the company has no members;
(B)
the name and street and mailing addresses of the person; and
(C)
that the person has been appointed pursuant to this subsection to wind up the company.
(e)
The circuit 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 and affairs:
(1)
on the application of a member, if the applicant establishes good cause;
(2)
on the application of a transferee, if:
(A)
the company does not have any members;
(B)
the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and
(C)
within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or
(3)
in connection with a proceeding under §
4-38-701(a)(4)
.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.