2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8974 - Distribution of assets upon dissolution.

     § 8974.  Distribution of assets upon dissolution.
        (a)  General rule.--In settling accounts after dissolution,
     the liabilities of the limited liability company shall be
     entitled to payment in the following order:
            (1)  Those to creditors, including members or managers
        who are creditors, in the order of priority as provided by
        law, in satisfaction of the liabilities of the company,
        whether by payment or the making of reasonable provision for
        payment thereof, other than liabilities for distributions to
        members under section 8932 (relating to distributions and
        allocation of profits and losses) or 8933 (relating to
        distributions upon an event of dissociation).
            (2)  Unless otherwise provided in the operating
        agreement, to members and former members in satisfaction of
        liabilities for distributions under section 8932 or 8933.
            (3)  Unless otherwise provided in the operating
        agreement, to members in respect of:
                (i)  Their contributions to capital.
                (ii)  Their share of the profits and other
            compensation by way of income on their contributions.
        (b)  Provision for claims.--A company that has dissolved
     shall pay or make reasonable provision to pay all claims and
     obligations, including all contingent, conditional or unmatured
     claims and obligations, known to the company and all claims and
     obligations that are known to the company but for which the
     identity of the claimant is unknown. If there are sufficient
     assets, such claims and obligations shall be paid in full, and
     any such provision for payment made shall be made in full. If
     there are insufficient assets, such claims and obligations shall
     be paid or provided for according to their priority and, among
     claims and obligations of equal priority, ratably to the extent
     of assets available therefor. Unless otherwise provided in the
     operating agreement, any remaining assets shall be distributed
     as provided in this chapter. Any liquidating trustee winding up
     the affairs of a company who has complied with this section
     shall not be personally liable to the claimants of the dissolved
     company by reason of his actions in winding up the company.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (a).