Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 88 - Limited Liability Companies
Section 8872 - Winding up and filing of certificates

(a) General rule.--A dissolved limited liability company shall wind up its activities and affairs, and the company continues after dissolution only for the purpose of winding up.
(b) Conduct of winding up.--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:
(i) deliver to the department for filing a certificate of dissolution stating:
(A) the name of the company;
(B) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the registered office of the company; and
(C) that the company is dissolved;
(ii) preserve the company's activities, affairs 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; and
(vi) perform other acts necessary or appropriate to the winding up.
(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:
(1) has the powers of a sole manager under section 8847(c) and is deemed to be a manager for the purposes of section 8834(a); and
(2) shall promptly deliver to the department for filing an amendment to the company's certificate of organization stating:
(i) that the company has no members;
(ii) the name and street and mailing addresses of the person; and
(iii) that the person has been appointed under this subsection to wind up the company.
(e) Judicial supervision.--The 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:
(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 under subsection (c); or
(3) in connection with a proceeding under section 8871(a)(4) (relating to events causing dissolution).
(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:
(1) The name of the limited liability company.
(2) Subject to section 109, the address, including street and number, if any, of the registered office of the company.
(3) That all debts, obligations and other liabilities of the company have been paid and discharged or that adequate provision has been made therefor.
(4) That all the remaining property and assets of the company have been distributed among its members in accordance with their respective rights and interests.
(5) That there are no actions pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment that may be entered against it in any pending action.
(6) That the company is terminated.
(g) Cross references.--See:
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).

Cross References. Section 8872 is referred to in sections 139, 8813, 8815, 8823 of this title.

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