MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT) Act 23 of 1993
450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions.
Sec. 805.
(1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers who have not wrongfully dissolved a limited liability company may wind up the company's affairs, but the circuit court for the county in which the registered office is located may wind up the limited liability company's affairs on application of, and for good cause shown by, any member, his or her legal representative, or assignee.
(2) The members or managers who are winding up the limited liability company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures established by this act, the articles of organization, and operating agreements, shall be held to no greater standard of conduct than that described by section 404, and shall be subject to no greater liabilities than would apply in the absence of dissolution.
(3) The limited liability company may sue and be sued in its name and process may issue by and against the company in the same manner as if dissolution had not occurred. An action brought by or against the company before its dissolution does not abate because of the dissolution.
MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT) Act 23 of 1993
450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions.
Sec. 805.
(1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers who have not wrongfully dissolved a limited liability company may wind up the company's affairs, but the circuit court for the county in which the registered office is located may wind up the limited liability company's affairs on application of, and for good cause shown by, any member, his or her legal representative, or assignee.
(2) The members or managers who are winding up the limited liability company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures established by this act, the articles of organization, and operating agreements, shall be held to no greater standard of conduct than that described by section 404, and shall be subject to no greater liabilities than would apply in the absence of dissolution.
(3) The limited liability company may sue and be sued in its name and process may issue by and against the company in the same manner as if dissolution had not occurred. An action brought by or against the company before its dissolution does not abate because of the dissolution.
MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT) Act 23 of 1993
450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions.
Sec. 805.
(1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers who have not wrongfully dissolved a limited liability company may wind up the company's affairs, but the circuit court for the county in which the registered office is located may wind up the limited liability company's affairs on application of, and for good cause shown by, any member, his or her legal representative, or assignee.
(2) The members or managers who are winding up the limited liability company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures established by this act, the articles of organization, and operating agreements, shall be held to no greater standard of conduct than that described by section 404, and shall be subject to no greater liabilities than would apply in the absence of dissolution.
(3) The limited liability company may sue and be sued in its name and process may issue by and against the company in the same manner as if dissolution had not occurred. An action brought by or against the company before its dissolution does not abate because of the dissolution.
