§ 4A-902
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/md/corporations-and-associations/4a-902·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§4A–902.
(a)A limited liability company is dissolved and shall commence the winding up of its affairs on the first to occur of the following:
(1)At the time or on the happening of the events specified in the articles of organization or the operating agreement;
(2)At the time specified by the unanimous consent of the members;
(3)At the time of the entry of a decree of judicial dissolution under § 4A–903 of this subtitle; or
(4)Unless otherwise agreed or as provided in subsection
(b)of this section, at the time the limited liability company has had no members for a period of 90 consecutive days.
(1)A limited liability company may not be dissolved or required to wind up its affairs if within 90 days after there are no remaining members of the limited liability company or within the period of time provided in the operating agreement:
(i)The last remaining member’s successor or assignee agrees in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member; or
(ii)A member is admitted to the limited liability company in the manner set forth in the operating agreement to be effective as of the time the last remaining member ceased to be a member under a provision in the operating agreement that provides for the admission of a member after there are no remaining members.
(2)If a new member is not admitted to the limited liability company in accordance with paragraph
(1)of this subsection, and the last remaining member ceased to be a member under § 4A–606(5) of this title, the last remaining member’s personal representative or guardian shall automatically be admitted as a new member of the limited liability company, effective immediately on the happening of the event described in § 4A–606(5) of this title, unless within 90 days after the personal representative or guardian first has knowledge of the event, the personal representative or guardian:
(i)Renounces that admission in writing; or
(ii)Designates a person to become a new member, and the designee accepts the designee’s admission in writing or by electronic communication to the personal representative or guardian.
(c)An operating agreement may provide that the last remaining member’s personal representative, guardian, successor, or assignee shall be obligated to agree in writing to continue the limited liability company and to be admitted as a member or to appoint a designee as a member to be effective as of the time the last remaining member ceased to be a member.
(d)Unless otherwise agreed and subject to the provisions of subsections (a)(4) and
(b)of this section, the termination of a person’s membership may not cause a limited liability company to be dissolved or to wind up its affairs and the limited liability company shall continue in existence following the termination of a person’s membership.