Effect of dissolution

31 M.R.S. § 1596, under LIMITED LIABILITY COMPANIES.

31 M.R.S. § 1596

1. Existence; activities. Until the filing of a certificate of cancellation as provided in section 1533, a dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs, including:

A. Collecting the dissolved limited liability company's assets; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

B. Disposing of the dissolved limited liability company's properties that will not be distributed in kind to persons owning transferable interests; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

C. Discharging or making provisions for discharging the dissolved limited liability company's liabilities; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

D. Distributing the dissolved limited liability company's remaining property in accordance with section 1601; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

E. Doing every other act necessary to wind up and liquidate the dissolved limited liability company's business and affairs. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

2. No change upon dissolution. The dissolution of a limited liability company does not:

A. Transfer title to the limited liability company's property; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

B. Prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

C. Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; or [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]

D. Terminate the authority of the limited liability company's registered agent.