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      RS 12:1340     


§1340. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

            A. When a limited liability company has been liquidated completely:

            (1) One or more members or the liquidator shall sign and acknowledge a certificate stating that the limited liability company has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for filing the certificate.

            (2) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the limited liability company to be dissolved.

            B. The certificate of the members or liquidator or the order shall be filed with the secretary of state who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law, shall record the same in his office and shall issue a certificate of dissolution of the limited liability company effective as of the date, which shall be stated therein, of filing of the certificate of the members or liquidator or the order.

            C. Upon issuance of the certificate of dissolution, the separate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the limited liability company.

            D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the members conducting the liquidation or liquidator, for the benefit of the persons entitled thereto, and be distributed accordingly.

            E. Following cessation of the separate existence, the members conducting the liquidation or liquidator shall still have power to take all action required to preserve the interests of the limited liability company, its creditors, and members. The court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a liquidator or new liquidator for any proper purpose in case of the death, disability, or unwillingness to serve of the last previous liquidator or last member.

            Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.

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