2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-803 - Winding up.

§ 79-29-803. Winding up.
 

(1)  Unless otherwise provided in the certificate of formation or limited liability company agreement, the manager or managers, or, if management of the limited liability company is not vested in a manager or managers, the members who have not wrongfully dissolved a limited liability company, may wind up the limited liability company's affairs; but the chancery court for the county in which the registered office of the limited liability company is located, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee or receiver. 

(2)  Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in Section 79-29-204, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of the members. 

(3)  Unless otherwise provided in the certificate of formation or limited liability company agreement, the persons winding up the affairs of the limited liability company pursuant to this section shall be entitled to reasonable compensation. 
 

Sources: Laws,  1994, ch. 402, § 50, eff from and after July 1, 1994.