[§428-802] Limited liability company continues after dissolution.
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[§428-802] Limited liability company continues after dissolution.
(a)Subject to subsection (b), 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 428-804(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. [L 1996, c 92, pt of §1]