17-76,118.   Winding up.(a) Unless otherwise provided in the operating agreement, amanager who has notwrongfully dissolved a limited liability company or, if none, the members or aperson approved bythe members or, if there is more than one class or group of members,then by each class or group ofmembers, in either case, by members who own more than 50% of the then currentpercentage orother interest in the profits of the limited liability company owned by all ofthe members or by themembers in each class or group, as appropriate, may wind up the limitedliability company's affairs;but the district court upon cause shown, may wind up the limited liabilitycompany's affairs uponapplication of any member or manager, personal representative or assignee,and in connection therewith, may appoint a liquidating trustee.

      (b)   Upon dissolution of a limited liability company and until the filing of acertificate ofdissolution as provided inK.S.A. 17-7675, and amendments thereto,the personswinding up the limitedliability company's affairs may, in the name of, and for and on behalf of, thelimited liabilitycompany, prosecute and defend suits, whether civil, criminal or administrative,gradually settle andclose the limited liability company's business, dispose of and convey thelimited liability company'sproperty, discharge or make reasonable provision for the limited liabilitycompany's liabilities, anddistribute to the members any remaining assets of the limited liabilitycompany, all without affectingthe liability of member and managers without imposing liability on aliquidating trustee.

      History:   L. 1999, ch. 119, § 57; Jan. 1, 2000.