§ 4-38-703 — Rescinding dissolution

(a) A limited liability company may rescind its dissolution within 120 days after the election to dissolve unless: (1) termination has become effective; (2) a court has entered an order dissolving the limited liability company; or (3) the Secretary of State has dissolved the limited liability company under § 4-38-708 . (b) Rescinding dissolution under this section requires: (1) the affirmative vote or consent of each member; and (2) if the limited liability company has delivered to the Secretary of State for filing a statement of dissolution and: (A) the statement has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under § 4-38-208 applicable to the statement of dissolution; or (B) if the statement of dissolution has become effective, delivery to the Secretary of State for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section. (c) If a limited liability company rescinds its dissolution: (1) the company resumes carrying on its activities and affairs as if dissolution had never occurred; (2) subject to paragraph (3), any liability incurred by the company after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and (3) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

Legislative History

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.