2021 Indiana Code
Title 23. Business and Other Associations
Article 18. Limited Liability Companies
Chapter 9. Voluntary Dissolution
23-18-9-3. Powers of Dissolved Company; Effect of Dissolution
Sec. 3. (a) A dissolved limited liability company may only carry on business that is appropriate to wind up and liquidate its business and affairs, including the following:
(1) Collecting its assets.
(2) Disposing of properties that will not be distributed in kind to members.
(3) Discharging or making provision for discharging liabilities.
(4) Distributing the remaining property among the members.
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a limited liability company does not do the following:
(1) Transfer title to the limited liability company's property.
(2) Alter the personal liability of members under IC 23-18-3-3.
(3) Subject members or managers to standards of conduct different from those prescribed under IC 23-18-4-2.
(4) Change the:
(A) voting requirements for members or managers;
(B) provisions for appointment, resignation, or removal of managers, if any; or
(C) provisions for amending the operating agreement.
(5) Prevent commencement of a proceeding by or against the limited liability company in its name.
(6) Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.
(7) Terminate the authority of the registered agent of the limited liability company.
As added by P.L.8-1993, SEC.301.
