§ 701 — Dissolution

§ 701. Dissolution. (a) A limited liability company is dissolved and\nits affairs shall be wound up upon the first to occur of the following:\n (1) the latest date on which the limited liability company is to\ndissolve, if any, provided in the articles of organization, or the time\nspecified in the operating agreement, but if no such date is provided in\nthe articles of organization and if no such time is specified in the\noperating agreement, then the limited liability company shall have a\nperpetual existence;\n (2) the happening of events specified in the operating agreement;\n (3) subject to any requirement in the operating agreement requiring\napproval by any greater or lesser percentage in interest of the members\nor class or classes or group or groups of members, the vote or written\nconsent of at least a majority in interest of the members or, if there\nis more than one class or group of members, then by at least a majority\nin interest of each class or group of members;\n (4) at any time there are no members, provided that, unless otherwise\nprovided in the operating agreement, the limited liability company is\nnot dissolved and is not required to be wound up if, within one hundred\neighty days or such other period as is provided for in the operating\nagreement after the occurrence of the event that terminated the\ncontinued membership of the last remaining member, the legal\nrepresentative of the last remaining member agrees in writing to\ncontinue the limited liability company and to the admission of the legal\nrepresentative of such member or its assignee to the limited liability\ncompany as a member, effective as of the occurrence of the event that\nterminated the continued membership of the last remaining member; or\n (5) the entry of a decree of judicial dissolution under section seven\nhundred two of this article.\n (b) Unless otherwise provided in the operating agreement, the death,\nretirement, resignation, expulsion, bankruptcy or dissolution of any\nmember or the occurrence of any other event that terminates the\ncontinued membership of any member shall not cause the limited liability\ncompany to be dissolved or its affairs to be wound up, and upon the\noccurrence of any such event, the limited liability company shall be\ncontinued without dissolution, unless within one hundred eighty days\nfollowing the occurrence of such event, a majority in interest of all of\nthe remaining members of the limited liability company or, if there is\nmore than one class or group of members, then by a majority in interest\nof all the remaining members of each class or group of members, vote or\nagree in writing to dissolve the limited liability company.\n (c) A limited liability company whose original articles of\norganization were filed with the secretary of state and effective prior\nto the effective date of this subdivision shall continue to be governed\nby this section as in effect on such date and shall not be governed by\nthis section, unless otherwise provided in the operating agreement.\n