Nevada § 86.491 - Events requiring dissolution and winding up of affairs; powers and duties of person winding up affairs; effect of certain events affecting member

§ 86.491. Events requiring dissolution and winding up of affairs; powers and duties of person winding up affairs; effect of certain events affecting member

1. A limited-liability company must be dissolved and its affairs wound up: (a) At the time, if any, so specified in the articles of organization; (b) Upon the occurrence of an event so specified in the articles of organization or

operating agreement; (c) Unless otherwise provided in the articles of organization or operating agreement,

upon the affirmative vote or written agreement of all the members; (d) Upon entry of a decree of judicial dissolution of the company pursuant to NRS 86.495 ; or (e) Except as otherwise provided in subsection 5, within 180 days, or such other period

provided in the articles of organization or operating agreement, after the company

ceases to have any members, but the company is not required to be so dissolved and

its affairs wound up if, within such period: (1) The personal representative of the last remaining member agrees in writing to

continue the company and the personal representative or its nominee or designee is

admitted as a member; or (2) Any person is admitted as a member pursuant to a provision of the operating agreement

providing for the admission of a person as a member after there is no longer a member

of the company. 2. The affairs of a series of a limited-liability company must be wound up: (a) At the time, if any, so specified in the articles of organization; (b) Upon the occurrence of an event so specified in the articles of organization or

the operating agreement; (c) Unless otherwise provided in the articles of organization or operating agreement,

upon the affirmative vote or written agreement of all the members associated with

the series; (d) Upon entry of a decree of judicial termination of the series pursuant to NRS 86.495 ; or (e) Except as otherwise provided in subsection 5, within 180 days, or such other period

provided in the articles of organization or operating agreement, after the series

ceases to have any associated members, but the affairs of the series are not required

to be so wound up if, within such period: (1) The personal representative of the last remaining member associated with the series

agrees in writing to continue the series and the personal representative or its nominee

or designee is admitted as a member associated with the series; or (2) Any person is admitted as a member associated with the series pursuant to a provision

of the operating agreement providing for the admission of a person as a member associated

with the series after there is no longer a member associated with the series. 3. Unless otherwise provided in the articles of organization or operating agreement,

upon: (a) The occurrence of an event requiring the affairs of a limited-liability company

to be wound up, a manager of the company who has not wrongfully terminated the company

or, if none, the members, or a person approved by all the members, may wind up the

affairs of the company, and the person or persons winding up the affairs of the company: (1) May take all actions necessary or proper to wind up the affairs of the company;

and (2) Shall distribute the assets of the company as provided in NRS 86.521 to the creditors of the company and the members of the company. (b) The occurrence of an event requiring the affairs of a series to be wound up, a

manager of the series who has not wrongfully terminated the series or, if none, the

members associated with a series, or a person approved by all those members, may wind

up the affairs of the series, and the person or persons winding up the affairs of

the series: (1) May take all actions necessary or proper to wind up the affairs of the series;

and (2) Shall distribute the assets of the series as provided in NRS 86.521 to the creditors of the series and the members associated with the series. 4. Except as otherwise provided in this section, the articles of organization or the

operating agreement, the death, retirement, resignation, expulsion, bankruptcy, dissolution

or dissociation of a member or any other event affecting a member, including, without

limitation, a sole member, does not: (a) Terminate the status of the person as a member; or (b) Cause the limited-liability company, or the series of the company with which the

member is associated, to be dissolved or its affairs to be wound up. 5. Except as otherwise provided in the articles of organization or operating agreement,

upon the death of a natural person who is the sole member of a limited-liability company

or the sole member associated with a series, the status of the member, including the

member's interest, may pass to the heirs, successors and assigns of the member by

will or applicable law. The heir, successor or assign of the member's interest becomes a substituted member

pursuant to NRS 86.351 , subject to administration as provided by applicable law, without the permission

or consent of the heirs, successors or assigns or those administering the estate of

the deceased member.