Right to wind up business

Colo. Rev. Stat. § 7-80-803.3, under Corporations and Associations.

Colo. Rev. Stat. § 7-80-803.3

(1) After dissolution, the manager or, if there is no manager, any member may wind up the limited liability company's business, but on application of any member, member's legal representative, or member's assignee or transferee, the district court, for good cause shown, may order judicial supervision of the winding up.

(2) The legal representative, assignee, or transferee of the last remaining member may wind up the limited liability company's business if the limited liability company dissolves.

(3) A person winding up a limited liability company's business may preserve the business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the limited liability company's business, dispose of and transfer the limited liability company's property, discharge or provide for obligations of the limited liability company, distribute the assets of the limited liability company pursuant to section 7-80-803 (1)(d), and perform other necessary acts.

Source: L. 2006: Entire section added, p. 863, � 36, effective July 1.

7-80-803.5. Manager's or member's power to bind limited liability company after dissolution. (1) Subject to section 7-80-802 (3), a limited liability company is bound by a manager's act or, in the case of a limited liability company, the articles of organization of which provide that management is vested in members, a member's act after dissolution that:

(a) Is appropriate for winding up the limited liability company's business; or

(b) Would have bound the limited liability company under section 7-80-405 before dissolution, if the other party to the transaction did not have notice of the dissolution.

Source: L. 2006: Entire section added, p. 863, � 36, effective July 1.