Sec. 6. Upon the winding up of a limited liability
company, the assets must be distributed as follows:
(1) To creditors, including members and managers who are
creditors to the extent permitted by law, to satisfy the liabilities of
the limited liability company whether by payment or by the
establishment of adequate reserves except for liabilities for
distributions to members under IC 23-18-5-4, and IC 23-18-5-5
or IC 23-18-5-5.1.
(2) Unless otherwise provided in a written operating agreement,
to members and former members to satisfy the liabilities for
distributions under IC 23-18-5-4 and IC 23-18-5-5.
(3) Unless otherwise provided in a written operating agreement,
to members in proportion to the returned contribution.
As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999,
SEC.16.
Notes of Decisions
Cited in
3
cases, 2009–2014 · leading case:
Perkins v. Brown, 901 N.E.2d 63 (Ind. Ct. App. 2009).
Perkins v. Brown, 901 N.E.2d 63 (Ind. Ct. App. 2009).
· cites it 2× “Ind.Code § 23-18-9-6. Without completing the proper procedural steps of conducting an accounting and receiving all of Kessler's pertinent financial information at the time of dissolution, we cannot be certain that the assets were distributed according to the above statute.”
Branham Corp. v. Newland Resources, LLC, 17 N.E.3d 979 (Ind. Ct. App. 2014).
· cites it 2× “Code § 23-18-5-6 and Ind.Code § 23-18-9-6. The Class A Distributions that Newland made to its members with regard to their Class A Membership Interests were void ab initio because each of those Class A Distributions were made in contravention of Newland’s Operating Agreement,…”
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