Section 36Part 8 — Foreign Limited Liability Companies
Voluntary winding up
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A limited liability company shall be wound up voluntarily —
when the term, if any, fixed for the duration of the limit ed liability company in its LLC agreement expires;
when an event, if any, specified in the LLC agreement following which the limited liability company is to be wound up, occurs;
subject to subsections (4) and (5), at any time when the limited liability company has no members; or
upon the affirmative vote or written consent of at least two - thirds in number of the members of the limited liability company, provided that the LLC agreement may expressly disapply the provisions of this subsection, or provide for an alternative vote or written consent to be provided.
Except to the extent that such provisions are inconsistent with this Act , the provisions of Part 5 of the Companies Act (2025 Revision) and the Companies Winding Up Rules as applicable to voluntary liquidation shall apply mutatis mutandis to the winding up and dissolution of a limited liability company and section 37(1)(a) to (d) of this Act shall apply accordingly.
Subject to subsect ions (1)(b) and (c), the death, retirement, withdrawal, expulsion, bankruptcy, liquidation or dissolution of any member or the occurrence of any event that terminates the continued membership of any member shall not cause a limited liability company to be voluntarily wound up.
The death of the sole or last member of a limited liability company shall not cause the limited liability company to be wound up pursuant to subsection (1)(c) and the personal representative, executor or other person or persons en titled to exercise the rights of the deceased pursuant to section 13(2) shall be deemed to be a member until the earlier of —
their ceasing to be the sole or last member; or
the dissolution of the limited liability company.
Any person may apply to the Court for, and the Court may make, an order, subject to such conditions as the Court considers appropriate, to disapply subsection (1)(c) to a particular limited liability company in any particular circumstances and for such period of time as the C ourt may consider appropriate and an order may be applied for up to ninety days after the limited liability company having no member and, if granted, shall be deemed to take effect immediately prior to the limited liability company having no member.