N.D. Cent. Code § 10-32.1-51

10-32.1-51. Winding up

1. A dissolved limited liability company shall wind up its activities, and the company

continues after dissolution only for the purpose of winding up.

2. In winding up its activities, a limited liability company:

a. Shall discharge the debts, obligations, or other liabilities of the company, settle

and close the activities of the company, and marshal and distribute the assets of

the company; and

b. May:

(1) File with the secretary of state a notice of dissolution stating the name of the

company and that the company is dissolved;

(2) Preserve the company activities and property as a going concern for a

reasonable time;

(3) Prosecute and defend actions and proceedings, whether civil, criminal, or

administrative;

(4) Transfer the property of the company;

(5) Settle disputes by mediation or arbitration;

(6) File with the secretary of state articles of dissolution and termination stating

the name of the company and that the company is terminated; and

(7) Perform other acts necessary or appropriate to the winding up.

3. If a dissolved limited liability company has no members, then the legal representative

of the last person to have been a member may wind up the activities of the company. If

the person does so, then the person has the powers of a sole manager under

subsection 3 of section 10-32.1-39, and is deemed to be a manager for the purposes

of subdivision b of subsection 1 of section 10-32.1-26.

4. If the legal representative under subsection 3 declines or fails to wind up the activities

of the company, then a person may be appointed to do so by the consent of

transferees owning a majority of the rights to receive distributions as transferees at the

time the consent is to be effective. A person appointed under this subsection:

a. Has the powers of a sole manager under subsection 3 of section 10-32.1-39, and

is deemed to be a manager for the purposes of subdivision b of subsection 1 of

section 10-32.1-26; and

b. Shall promptly file with the secretary of state an amendment to the articles of

organization of the company to:

(1) State that the company has no members;

(2) State that the person has been appointed pursuant to this subsection to

wind up the company; and

(3) Provide the mailing address of the person.

5. The appropriate court may order judicial supervision of the winding up of a dissolved

limited liability company, including the appointment of a person to wind up the activities

of the company:

a. On application of a member, if the applicant establishes good cause;

b. On the application of a transferee, if:

(1) The company does not have any members;

(2) The legal representative of the last person to have been a member declines

or fails to wind up the activities of the company; and

(3) Within a reasonable time following the dissolution a person has not been

appointed pursuant to subsection 4; or

c. In connection with a proceeding under subdivision d or e of subsection 1 of

section 10-32.1-50.