N.D. Cent. Code § 10-32.1-54
This is the official text of N.D. Cent. Code § 10-32.1-54, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-32.1-54. Distribution of assets in winding up limited liability activities of the company
Official statutory text
10-32.1-54. Distribution of assets in winding up limited liability activities of the
company.
1. Except as provided in subsection 5, in winding up its activities, a limited liability
company shall apply its assets to discharge its obligations to creditors, including
members that are creditors.
2. After a limited liability company complies with subsection 1, any surplus must be
distributed in the following order, subject to any charging order in effect under section
10-32.1-45:
a. To each person owning a transferable interest that reflects contributions made by
a member and not previously returned, an amount equal to the value of the
unreturned contributions; and
b. In equal shares among members and dissociated members, except to the extent
necessary to comply with any transfer effective under section 10-32.1-44.
3. If a limited liability company does not have sufficient surplus to comply with
subdivision a of subsection 2, then any surplus must be distributed among the owners
of transferable interests in proportion to the value of their respective unreturned
contributions.
4. All distributions made under subsections 2 and 3 must be paid in money.
5. a. Notwithstanding subsections 1 through 4, in winding up its activities a limited
liability company created after July 31, 2017, shall apply its assets to discharge
its obligations to creditors, including members that are creditors.
b. After a limited liability company complies with subdivision a, any surplus must be
distributed in the following order, subject to any charging order in effect under
section 10-32.1-45 and unless otherwise provided in the articles of organization
or an operating agreement:
(1) To each person owning a transferable interest that reflects contributions
made by a member and not previously returned, an amount equal to the
value of the unreturned contributions; and
(2) In proportion to the value of the contributions of members and dissociated
members, except to the extent necessary to comply with any transfer
effective under section 10-32.1-44.
c. If a limited liability company does not have sufficient surplus to comply with
paragraph 1 of subdivision b, any surplus must be distributed among the owners
of transferable interests in proportion to the value of their respective unreturned
contributions.
d. All distributions made under subdivisions a and b must be paid in money unless
otherwise provided in the articles of organization or in an operating agreement, or
by the unanimous consent of the voting members.
company.
1. Except as provided in subsection 5, in winding up its activities, a limited liability
company shall apply its assets to discharge its obligations to creditors, including
members that are creditors.
2. After a limited liability company complies with subsection 1, any surplus must be
distributed in the following order, subject to any charging order in effect under section
10-32.1-45:
a. To each person owning a transferable interest that reflects contributions made by
a member and not previously returned, an amount equal to the value of the
unreturned contributions; and
b. In equal shares among members and dissociated members, except to the extent
necessary to comply with any transfer effective under section 10-32.1-44.
3. If a limited liability company does not have sufficient surplus to comply with
subdivision a of subsection 2, then any surplus must be distributed among the owners
of transferable interests in proportion to the value of their respective unreturned
contributions.
4. All distributions made under subsections 2 and 3 must be paid in money.
5. a. Notwithstanding subsections 1 through 4, in winding up its activities a limited
liability company created after July 31, 2017, shall apply its assets to discharge
its obligations to creditors, including members that are creditors.
b. After a limited liability company complies with subdivision a, any surplus must be
distributed in the following order, subject to any charging order in effect under
section 10-32.1-45 and unless otherwise provided in the articles of organization
or an operating agreement:
(1) To each person owning a transferable interest that reflects contributions
made by a member and not previously returned, an amount equal to the
value of the unreturned contributions; and
(2) In proportion to the value of the contributions of members and dissociated
members, except to the extent necessary to comply with any transfer
effective under section 10-32.1-44.
c. If a limited liability company does not have sufficient surplus to comply with
paragraph 1 of subdivision b, any surplus must be distributed among the owners
of transferable interests in proportion to the value of their respective unreturned
contributions.
d. All distributions made under subdivisions a and b must be paid in money unless
otherwise provided in the articles of organization or in an operating agreement, or
by the unanimous consent of the voting members.
Status: in_force · Read it on the official government site
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