§ 29-3703 — Rescinding dissolution

A. A limited liability company may rescind its dissolution, unless the articles of termination applicable to the company have become effective, a court of competent jurisdiction has entered an order under section 29-3701, subsection A, paragraph 4 dissolving the company or the commission has dissolved the company under section 29-3708.

B. Rescinding dissolution under this section requires all of the following:

1. The affirmative vote or consent of each member or, if the company has no members, the consent of all transferees to the rescission and to the admission of one or more members.

2. If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has not become effective, delivery to the commission for filing of a statement of withdrawal under section 29-3208 that is applicable to the notice of winding up.

3. If the limited liability company has delivered to the commission for filing a notice of winding up and the notice has become effective, delivery to the commission for filing of a statement of correction under section 29-3209 stating the name of the company and that dissolution and winding up have been rescinded under this section.

C. If a limited liability company rescinds its dissolution, all of the following apply:

1. The company resumes carrying on its activities and affairs as if dissolution had never occurred.

2. Subject to paragraph 3 of this subsection, any liability incurred by the company after the dissolution and before the rescission becomes effective is determined as if dissolution had never occurred.

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.