17-16-140(a)(xiii) and, within ninety (90) days after the

17-16-140(a)(xiii) and, within ninety (90) days after the company notifies the person that it will be expelled as a member because the person has filed articles of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the articles of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or

(D) The person is some other entity not described in subparagraph (C) of this paragraph that has been dissolved and whose business is being wound up.

(v) On application by the company, the person is expelled as a member by judicial order because the person:

(A) Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities;

(B) Has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's duties or obligations under W.S. 17-29-409; or

(C) Has engaged in, or is engaging in, conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member.

(vi) In the case of a person who is an individual:  (A) The person dies; or

(B) In a member-managed limited liability company:

(I) A guardian or general conservator for the person is appointed; or

(II) There is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement.

(vii) In a member-managed limited liability company, the person:

(A) Becomes a debtor in bankruptcy;

(B) Executes an assignment for the benefit of creditors; or

(C) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property.

(viii) In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed;

(ix) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed;

(x) In the case of a member that is not an individual, partnership, limited liability company, corporation, trust or estate, the termination of the member;

(xi) The company participates in a merger under article 10 of this chapter, if:

(A) The company is not the surviving entity; or

(B) Otherwise as a result of the merger, the person ceases to be a member.  (xii) The company participates in a conversion under article 10 of this chapter;

(xiii) The company participates in a continuance, transfer or domestication under article 10 of this chapter, if, as a result of the continuance, transfer or domestication, the person ceases to be a member; or

(xiv) The company terminates.

17-29-603. Effect of person's dissociation as member.

(a) When a person is dissociated as a member of a limited liability company:

(i) The person's right to participate as a member in the management and conduct of the company's activities terminates;

(ii) If the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and

(iii) Subject to W.S. 17-29-504 and article 10 of this chapter, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.

(b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.

ARTICLE 7 - DISSOLUTION AND WINDING UP

17-29-701. Events causing dissolution.

(a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:

(i) An event or circumstance that the operating agreement or articles of organization states causes dissolution;

(ii) The consent of all the members;  (iii) The passage of ninety (90) consecutive days during which the company has no members;

(iv) On application by a member, the entry of a court order dissolving the company on the grounds that:

(A) The conduct of all or substantially all of the company's activities is unlawful; or

(B) It is not reasonably practicable to carry on the company's activities in conformity with the articles of organization and the operating agreement; or

(v) On application by a member or dissociated member, the entry of a court order dissolving the company on the grounds that the managers or those members in control of the company:

(A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(b) In a proceeding brought under paragraph (a)(v) of this section, the court may order a remedy other than dissolution.

17-29-702. Winding up.

(a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities, a limited liability company:

(i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and

(ii) May:

(A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;  (B) Preserve the company activities and property as a going concern for a reasonable time;

(C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;

(D) Transfer the company's property;

(E) Settle disputes by mediation or arbitration;

(F) Reserved; and

(G) Perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii).

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:

(i) Has the powers of a sole manager under W.S.