Section 701. Dissolution  


Latest version.
  • (a) A limited liability company is dissolved and
      its affairs shall be wound up upon the first to occur of the following:
        (1) the latest date on which  the  limited  liability  company  is  to
      dissolve,  if any, provided in the articles of organization, or the time
      specified in the operating agreement, but if no such date is provided in
      the articles of organization and if no such time  is  specified  in  the
      operating  agreement,  then  the  limited liability company shall have a
      perpetual existence;
        (2) the happening of events specified in the operating agreement;
        (3) subject to 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;
        (4)  at any time there are no members, provided that, unless otherwise
      provided in the operating agreement, the limited  liability  company  is
      not  dissolved and is not required to be wound up if, within one hundred
      eighty days or such other period as is provided  for  in  the  operating
      agreement  after  the  occurrence  of  the  event  that  terminated  the
      continued  membership  of  the  last   remaining   member,   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; or
        (5) the entry of a decree of judicial dissolution under section  seven
      hundred two of this article.
        (b)  Unless  otherwise provided in the operating agreement, the death,
      retirement, resignation, expulsion, bankruptcy  or  dissolution  of  any
      member  or  the  occurrence  of  any  other  event  that  terminates the
      continued membership of any member shall not cause the limited liability
      company to be dissolved or its affairs to be  wound  up,  and  upon  the
      occurrence  of  any  such  event, the limited liability company shall be
      continued without dissolution, unless within  one  hundred  eighty  days
      following the occurrence of such event, a majority in interest of all of
      the  remaining  members of the limited liability company or, if there is
      more than one class or group of members, then by a majority in  interest
      of  all the remaining members of each class or group of members, vote or
      agree in writing to dissolve the limited liability company.
        (c)  A  limited  liability  company   whose   original   articles   of
      organization  were filed with the secretary of state and effective prior
      to the effective date of this subdivision shall continue to be  governed
      by  this  section as in effect on such date and shall not be governed by
      this section, unless otherwise provided in the operating agreement.