N.Y. Limited Liability Company Law Section 704
Distribution of assets

Upon the winding up of a limited liability company, the assets shall be distributed as follows:

(a)

to creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or by establishment of adequate reserves, other than liabilities for distributions to members and former members under section five hundred seven or section five hundred nine of this chapter;

(b)

except as provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under section five hundred seven or section five hundred nine of this chapter; and

(c)

except as provided in the operating agreement, to members first for the return of their contributions, to the extent not previously returned, and second respecting their membership interests, in the proportions in which the members share in distributions in accordance with § 504 (Sharing of distributions)section five hundred four of this chapter.

Source: Section 704 — Distribution of assets, https://www.­nysenate.­gov/legislation/laws/LLC/704 (updated Sep. 22, 2014; accessed Jan. 24, 2026).

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Verified:
Jan. 24, 2026

Last modified:
Sep. 22, 2014

§ 704. Distribution of assets's source at nysenate​.gov

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