MICHIGAN LIMITED LIABILITY COMPANY ACT (EXCERPT)
Act 23 of 1993
450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations.
(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
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