You should look at California statutes section 17001-18000 for Limited
Liability Company rules. When you say the LLC is dissolved, in what
manner do you mean? If it was a judicial dissolution, then assets of a
limited liability company can be liquidated to pay creditors.
If the LLC willfully files a Certificate of Cancellation with the
Secretary of State, then the company is stating all of its assets have
been used and distributed to pay obligations, manager salaries and to
imburse members for their shares.
Are you certain the LLC was actually dissolved, or is it a case of the
principals merely walking away from managing the company? This is a
common but dangerous mistake many corporations and limited liability
companies make (they assume they can walk away from the company and
their business is done). What the need to know is that the company's
obligations continue, and they might be subjecting themselves to
You can check the dissolution statute at
http://www.paralegal-plus.com/ca-codes.php. The pertinent law is about
3/4 of the way down the page under "Chapter 8. Dissolution "
enumerated as 17350-17357.
As long as the company does not continue operating after it has filed
a Certificate of Cancellation, it is supposed to pay its obligations
in a particuliar order. If it does this correctly, then the company
should not own any assets after dissolution. In the event of
involuntary dissolution, then the Court will order the assets to be
liquidated in a certain fashion - again, no assets would remain. The
gist of this is more thoroughly commented on under the heading
"Continuity of Limited Liability Company Existence" <a
None of this is intended or to be construed as legal advice, it is
only intended to make you aware that this is a complex are of law, and
assumptions can be dangerous. It would well be worth your time to pay
a corporate attorney his hourly fee to provide a binding opinion.