347.137. Dissolution of company, events — notice of winding up.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

347.137. Dissolution of company, events — notice of winding up. — 1. A domestic limited liability company shall be dissolved upon the occurrence of any of the following:

(1)Upon the happening of the events specified in the operating agreement or in the articles of organization;

(2)Upon the written consent of all members;

(3)Except as otherwise provided in the operating agreement, an event of withdrawal of a member, if a majority, by number, of the remaining members agree within ninety days after the occurrence of the event of withdrawal to dissolve the limited liability company;

(4)At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if:

(a)Unless otherwise provided in the operating agreement, within ninety days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative, statutory or otherwise, of the last remaining member agrees in writing to continue the limited liability company and to the admission of such personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; provided, that the operating agreement may provide that the personal representative, statutory or otherwise, of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of such personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or

(b)A member is admitted to the limited liability company in the manner provided for in the operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within ninety days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, under a provision of the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company;

(5)Entry of a decree of dissolution under section 347.143 ; or

(6)When the limited liability company is not the surviving entity in a merger or consolidation.

2. As soon as possible following the occurrence of any of the events specified in subdivisions

(1)to

(5)of subsection 1 of this section effecting the dissolution of the limited liability company, the limited liability company shall file a notice of winding up with the secretary which discloses the dissolution of the limited liability company and the commencement of winding up of its business and affairs.

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(L. 1993 S.B. 66 & 20 § 359.786, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B. 896, A.L. 2007 H.B. 431)