Michigan Compiled Laws

Mich. Comp. Laws § 450.4808 (2026)

Winding up; distribution of assets; order; filing tax returns and paying tax obligations.

✓ current as of July 2026

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MICHIGAN LIMITED LIABILITY COMPANY ACT

Act 23 of 1993

450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations.

Sec. 808.

(1) Upon the winding up of a limited liability company, the assets shall be distributed in the following order:

(a) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under section 304 or 305. Reasonable provision shall be made for debts, liabilities, and obligations that are not liquidated but will not be barred under section 806 or 807.

(b) Except as provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under sections 304 and 305.

(c) Except as provided in an operating agreement, all remaining assets to members and former members in accordance with their shares of distributions as determined under section 303.

(2) Before the assets of a limited liability company are distributed pursuant to subsection (1), the limited liability company shall file tax returns and pay tax obligations as required by Act No. 122 of the Public Acts of 1941, being sections 205.1 to 205.31 of the Michigan Compiled Laws.

History: 1993, Act 23, Eff. June 1, 1993

Notes of Decisions

Cited in 4 cases (2 in the last 5 years), 2015–2025 · leading case: In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015).

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In re Dzierzawski, 528 B.R. 397 (Bankr. E.D. Mich. 2015). · cites it 2× “See Mich. Comp. Laws Ann. § 450.4801 (c). . See Mich.”

Phillips-Johnson Props. LLC v. Tru Fitness Studios LLC (Mich. Ct. App. 2016). · cites it 3× “We disagree that MCL 450.4808 bars plaintiff’s claim. MCL 450.”

Livonia City Treasurer v. Setina Briggs (Mich. Ct. App. 2025). · cites it 2× “The circuit court affirmed the district court’s ruling, and found that piercing the corporate veil was warranted because of Briggs’s “failure to dispute the assessments, not pay taxes, file late returns, and violate the statute” for dissolution.”

in Re Lewerenz Est. (Mich. Ct. App. 2021). “” And MCL 450.4808 provides how the assets of a winding up LLC should be distributed, with creditors receiving a high priority.”

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