If a limited liability company is dissolved its business must be wound upon the occurrence of any of the following events:
- An event specified in the operating agreement;
- Consent of the number or percentage of members specified in the operating agreement;
- An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;
- On application by a member or a dissociated member, upon entry of a judicial decree
- On application by a transferee of a member’s interest, a judicial determination that it is equitable to wind up the company’s business; or
- The expiration of the term specified in the articles of organization
Liability After Dissolution
A limited liability company is bound by a member’s or manager’s act after dissolution that is appropriate for winding up the company’s business would have bound the company before dissolution, if the other party to the transaction did not have notice of the dissolution.
A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company’s business is liable to the company for any damage caused to the company arising from the liability.
A limited liability company continues after dissolution only for the purpose of winding up its business. At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company’s business wound up and the company terminated. In that case the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred. Also, the rights of a third party accruing or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
Articles of Termination
At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating:
- The name of the company;
- The date of the dissolution; and
- That the company’s business has been wound up and the legal existence of the company has been terminated
The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.