Section 37Part 8 — Foreign Limited Liability Companies
Winding up by Court
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A limited liability company shall be compulsorily wound up by the Court or its voluntary winding up brought under the supervision of the Court in the same manner and circumstances as set out in Part 5 of the Companies Act (2025 Revision) and the Companies Winding Up Rules which, except to the extent such provisions are inconsistent with this Act , shall apply mutatis mutandis to the winding up and dissolution of a limited liability company, including as follows —
references in Part 5 of the Companies Act (2025 Revision) to a company shall include references to a limited liability company;
the members shall be treated as if they were shareholders of a company and references to contributories and shares in Part 5 of the Companies Act (2025 Revision) shall be construed accordingly;
references in Part 5 of the Companies Act (2025 Revision) to a director or officer of a company shall include references to the manager or managers of a limited liability company or to the e xtent no manager has been appointed, shall include references to the members of the limited liability company in whom management of the limited liability company is vested;
references in Part 5 of the Companies Act (2025 Revision) to articles of associ ation shall include references to the LLC agreement;
the Insolvency Rules Committee established pursuant to the Companies Act (2025 Revision) shall have the power to make rules and prescribe forms for the purpose of giving effect to this Part 8 and any such rules made in respect of the winding up of a limited liability company shall then apply in lieu of any equivalent rule in the Companies Winding Up Rules; and
on application by a member, creditor or liquidator, the Court may make orders and give d irections for the winding up and dissolution of a limited liability company as may be just and equitable.
Where expressly provided for in a LLC agreement, a manager or, if no manager has been appointed, a member or members, shall have authority to pres ent a winding up petition on behalf of the limited liability company upon the affirmative vote or written consent of at least two - thirds in number of the members or such other alternative vote or written consent as expressly provided for in the LLC agreeme nt.
Notwithstanding that a winding up order has been made, a creditor who has security over the whole or part of the assets of a limited liability company is entitled to enforce the creditor’s security without the leave of the Court and without referen ce to the liquidator.
Where the liquidator sells assets on behalf of a secured creditor, the liquidator is entitled to deduct from the proceeds of sale a sum by way of remuneration equivalent to that which is or would be payable under section 109 of the Companies Act (2025 Revision) as if the limited liability company were an exempted company.