(a)  A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:

(i)  An event or circumstance that the operating agreement or articles of organization states causes dissolution;

(ii)  The consent of all the members;

(iii)  The passage of ninety (90) consecutive days during which the company has no members;

(iv)  On application by a member, the entry of a court order dissolving the company on the grounds that:

(A)  The conduct of all or substantially all of the company's activities is unlawful; or

(B)  It is not reasonably practicable to carry on the company's activities in conformity with the articles of organization and the operating agreement; or

(v)  On application by a member or dissociated member, the entry of a court order dissolving the company on the grounds that the managers or those members in control of the company:

(A)  Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B)  Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(b)  In a proceeding brought under paragraph (a)(v) of this section, the court may order a remedy other than dissolution.

(a)  A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.

(b)  In winding up its activities, a limited liability company:

(i)  Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and

(ii)  May:

(A)  Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;

(B)  Preserve the company activities and property as a going concern for a reasonable time;

(C)  Prosecute and defend actions and proceedings, whether civil, criminal or administrative;

(D)  Transfer the company's property;

(E)  Settle disputes by mediation or arbitration;

(F)  Reserved; and

(G)  Perform other acts necessary or appropriate to the winding up.

(c)  If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii).

(d)  If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:

(i)  Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii); and

(ii)  Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to:

(A)  State that the company has no members;

(B)  State that the person has been appointed pursuant to this subsection to wind up the company; and

(C)  Provide the street and mailing addresses of the person.

(e)  A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:

(i)  On application of a member, if the applicant establishes good cause;

(ii)  On the application of a transferee, if:

(A)  The company does not have any members;

(B)  The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C)  Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or

(iii)  In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v).

(a)  Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section.

(b)  A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall:

(i)  Specify the information required to be included in a claim;

(ii)  Provide a mailing address to which the claim is to be sent;

(iii)  State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and

(iv)  State that the claim will be barred if not received by the deadline.

(c)  A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and:

(i)  The claim is not received by the specified deadline; or

(ii)  If the claim is timely received but rejected by the company:

(A)  The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety (90) days after the claimant receives the notice; and

(B)  The claimant does not commence the required action within the ninety (90) days.

(d)  This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.

(a)  A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b)  The notice authorized by subsection (a) of this section shall:

(i)  Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located;

(ii)  Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and

(iii)  State that a claim against the company is barred unless an action to enforce the claim is commenced within three (3) years after publication of the notice.

(c)  If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within three (3) years after the publication date of the notice, the claim of each of the following claimants is barred:

(i)  A claimant that did not receive notice in a record under W.S. 17-29-703;

(ii)  A claimant whose claim was timely sent to the company but not acted on; and

(iii)  A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.

(d)  A claim not barred under this section or W.S. 17-29-703(c) may be enforced:

(i)  Against a dissolved limited liability company, to the extent of its undistributed assets; and

(ii)  If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.

(a)  If any limited liability company's registered agent has filed its resignation with the secretary of state and the limited liability company has not replaced its registered agent and registered office, or the limited liability company is without a registered agent or registered office in this state for any reason, it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply with aforesaid provisions. Unless compliance is made within sixty (60) days of mailing or electronic submission of the notice, the limited liability company shall be deemed defunct and to have forfeited its articles of organization acquired under the laws of this state. Provided, that any defunct limited liability company may at any time within two (2) years after the forfeiture of its articles of organization or certificate of authority, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of two hundred fifty dollars ($250.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The limited liability company shall retain its registered name during the two (2) year reinstatement period under this section.

(b)  If any limited liability company has failed to pay the fee required by W.S. 17-29-210 or any penalties imposed under W.S. 17-28-109, it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof. The forfeiture shall be made effective in the following manner. The secretary of state shall provide notice to the limited liability company at its last known mailing address by first class mail or by electronic means. Unless compliance is made within sixty (60) days of the date of notice the limited liability company shall be deemed defunct and to have forfeited its articles of organization or certificate of authority acquired under the laws of this state. Provided, that any defunct limited liability company may at any time within two (2) years after the forfeiture of its articles of organization of certificate of authority, be revived and reinstated by paying the amount of the delinquent fees. When the reinstatement is effective, it relates back to and takes effect as of the effective date deemed defunct pursuant to this subsection and the limited liability company resumes carrying on its business as if it had never been deemed defunct.

(c)  A limited liability company shall be deemed to be transacting business within this state without authority, to have forfeited any franchises, rights or privileges acquired under the laws thereof and shall be deemed defunct and to have forfeited its articles of organization or certificate of authority acquired under the laws of this state, and the forfeiture shall be made effective in the manner provided in subsection (a) of this section, if:

(i)  A member of the limited liability company signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;

(ii)  The limited liability company has failed to respond to a valid and enforceable subpoena; or

(iii)  It is in the public interest and the limited liability company or any of its members:

(A)  Failed to provide records to the registered agent as required in this chapter;

(B)  Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing with the secretary of state under this chapter; or

(C)  Cannot be served by either the registered agent or by mail or electronically by the secretary of state acting as the agent for process.

(d)  The secretary of state may classify a limited liability company as delinquent awaiting forfeiture of its articles of organization or certificate of authority at the time the secretary of state provides the notice required under subsections (a) through (c) of this section to the limited liability company.

(e)  In addition to the other provisions of this section, if any low profit limited liability company has ceased to meet the definition of a low profit limited liability company as provided in W.S. 17-29-102(a)(ix) and has failed for thirty (30) days after ceasing to meet the definition to file an amendment to its articles of organization with the secretary of state amending its name to conform with the requirements of W.S. 17-29-108, it shall be deemed to be transacting business in this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the same manner as provided in subsection (a) of this section. The reinstatement provisions and fees provided in subsection (a) of this section shall apply.

(a)  In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.

(b)  After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under W.S. 17-29-503:

(i)  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

(ii)  In equal shares among members and dissociated members, except:

(A)  To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110;

(B)  To the extent necessary to comply with any transfer effective under W.S. 17-29-502; or

(C)  To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member.

(c)  If a limited liability company does not have sufficient surplus to comply with paragraph (b)(i) of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

(d)  Repealed by Laws 2017, ch. 51, § 2.