2011 California Code
Corporations Code
TITLE 2.5. LIMITED LIABILITY COMPANIES [17000 - 17656]
CHAPTER 8. Dissolution
Section 17352

In the event of a dissolution of a limited liability company:

(a) The managers who have not wrongfully dissolved the limited liability company or, if none, the members may wind up the limited liability company s affairs, unless the dissolution occurs pursuant to subdivision (c) of Section 17350, in which event the winding up shall be conducted in accordance with the decree of dissolution. The persons winding up the affairs of the limited liability company shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the limited liability company.

(b) Upon the petition of any manager or of any member or members, or three or more creditors, a court of competent jurisdiction may enter a decree ordering the winding up of the limited liability company if that appears necessary for the protection of any parties in interest. The decree shall designate the managers or members who are to wind up the limited liability company s affairs.

(c) Except as otherwise provided in the articles of organization or a written operating agreement, the managers or members winding up the affairs of the limited liability company pursuant to this section shall be entitled to reasonable compensation.

(Amended by Stats. 1998, Ch. 243, Sec. 6. Effective January 1, 1999.)