Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 88 - Limited Liability Companies
Section 8877 - Disposition of assets in winding up


(a) Creditors.--In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) Surplus.--After a limited liability company complies with subsection (a), any surplus shall be distributed in the following order, subject to any charging order in effect under section 8853 (relating to charging order):
(1) to each owner of a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) among owners of transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.
(c) Insufficient assets.--If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(d) Form of payment.--All distributions made under subsections (b) and (c) must be paid in money.

Cross References. Section 8877 is referred to in sections 8844, 8845 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 88 - Limited Liability Companies

Extra - Chapter Notes

Section 8811 - Short title and application of chapter

Section 8812 - Definitions

Section 8813 - Knowledge and notice

Section 8814 - Governing law

Section 8815 - Contents of operating agreement

Section 8816 - Application of operating agreement

Section 8817 - Amendment and effect of operating agreement

Section 8818 - Characteristics of limited liability company

Section 8819 - Powers

Section 8821 - Formation of limited liability company and certificate of organization

Section 8822 - Amendment or restatement of certificate of organization

Section 8823 - Signing of filed documents

Section 8824 - Liability of member, manager or other person for false or missing information in filed document

Section 8825 - Registered office

Section 8831 - Status of member or manager as agent

Section 8832 - Certificate of authority

Section 8833 - Certificate of denial

Section 8834 - Liability of members and managers

Section 8835 - Taxation of limited liability companies

Section 8841 - Becoming a member

Section 8842 - Form of contribution

Section 8843 - Liability for contributions

Section 8844 - Sharing of and right to distributions before dissolution

Section 8845 - Limitations on distributions

Section 8846 - Liability for improper distributions

Section 8847 - Management of limited liability company

Section 8848 - Reimbursement, indemnification, advancement and insurance

Section 8849.1 - Standards of conduct for members

Section 8849.2 - Standards of conduct for managers

Section 8850 - Rights to information

Section 8851 - Nature of transferable interest

Section 8852 - Transfer of transferable interest

Section 8853 - Charging order

Section 8854 - Power of personal representative of deceased member

Section 8861 - Events causing dissociation

Section 8862 - Power to dissociate and wrongful dissociation

Section 8863 - Effects of dissociation

Section 8871 - Events causing dissolution

Section 8872 - Winding up and filing of certificates

Section 8874 - Known claims against dissolved limited liability company

Section 8875 - Other claims against dissolved limited liability company

Section 8876 - Court proceedings

Section 8877 - Disposition of assets in winding up

Section 8878 - Voluntary termination by members or organizers

Section 8881 - Direct action by member

Section 8882 - Derivative action

Section 8883 - Eligible plaintiffs and security for costs

Section 8884 - Special litigation committee

Section 8885 - Proceeds and expenses

Section 8891 - Application and effect of subchapter

Section 8892 - Definitions

Section 8893 - Benefit company status

Section 8894 - Purposes

Section 8895 - Standard of conduct for members

Section 8896 - Standard of conduct for managers and officers

Section 8897 - Right of action

Section 8898 - Annual benefit report