SECTION 1.  Section 45 of chapter 156C of the General Laws, as appearing the in 2012 Official Edition, is hereby amended by striking out subsection (b) and inserting in place thereof the following subsection:-

              (b) Upon dissolution, and notwithstanding the filing of a certificate of cancellation pursuant to section 14, a limited liability company continues its existence but may not carry on any business except as necessary in connection with the winding up of its affairs or distributing its assets, including prosecuting and defending suits, whether civil, criminal or administrative, gradually settling and closing the limited liability company’s business, disposing of and conveying the limited liability company’s property, discharging or making reasonable provision for the limited liability company’s liabilities and distributing to members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.

SECTION 2.   This act shall apply to cancellations of limited liability companies filed before, on or after the effective date of this act.