West Virginia § 31B-8-802 Limited liability company continues after dissolution

West Virginia Statutes

§ 31B-8-802 — Limited liability company continues after dissolution

West Virginia·Ch. 31B UNIFORM LIMITED LIABILITY COMPANY ACT·Art. 8 WINDING UP COMPANY'S BUSINESS

(a)Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.

(b)At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1)The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2)The rights of a third party accruing under section 8-

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(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2) The rights of a third party accruing under section 8-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

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