17-76,119.   Distribution of assets.(a) Upon the winding up of a limited liability company, theassets shall bedistributed as follows:

      (1)   To creditors, including members and managers who are creditors, to theextent otherwisepermitted by law, in satisfaction of liabilities of the limited liabilitycompany (whether by paymentor the making of reasonable provision for payment thereof) other thanliabilities for whichreasonable provision for payment has been made and liabilities fordistributions to members andformer members under K.S.A. 17-76,104 or 17-76,107, and amendmentsthereto;

      (2)   unless otherwise provided in an operating agreement, to members andformer membersin satisfaction of liabilities for distributions under K.S.A. 17-76,107, andamendments thereto;

      (3)   unless otherwise provided in an operating agreement, to members first forthe return oftheir contributions and second respecting their limited liability companyinterests, in the proportionsin which the members share in distributions.

      (b)   A limited liability company which has dissolved shall pay or makereasonable provision to pay all claims and obligations, including allcontingent, conditional or unmatured claims andobligations, known to the limited liability company and all claims andobligations which are knownto the limited liability company but for which the identity of the claimant isunknown. If there aresufficient assets, such claims and obligations shall be paid in full and anysuch provision for paymentmade shall be made in full. If there are insufficient assets, such claims andobligations shall be paidor provided for according to their priority and, among claims and obligationsof equal priority,ratably to the extent of assets available therefor. Unless otherwise providedin an operatingagreement, any remaining assets shall be distributed as provided in this act.Any liquidating trusteewinding up a limited liability company's affairs who has complied with thissection shall not bepersonally liable to the claimants of the dissolved limited liability companyby reasons of suchperson's actions in winding up the limited liability company.

      History:   L. 1999, ch. 119, § 58; Jan. 1, 2000.