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New York LLC Dissolution

Acts Triggering Dissolution

A LLC is dissolved upon the happening of any one of the following events:

  • Expiration of the duration of the LLC specified in the articles or operating agreement
  • Occurrence of event specified in writing in the operating agreement
  • Any requirement in the operating agreement requiring approval by any greater or lesser percentage in interest of the members or class or classes or group or groups of members, the vote or written consent of at least a majority in interest of the members or, if there is more than one class or group of members, then by at least a majority in interest of each class or group of members
  • When there are no members, unless within 180 days, the legal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the legal representative of such member or its assignee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member
  • Entry of a court order
  • The death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of any other event does not dissolve the LLC unless within one hundred eighty (180) days, a majority of all remaining members of the LLC or, if there is more than one class or group of members, then by a majority in interest of all remaining members of each class or group of members, agree in writing to dissolve the LLC

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