16-20-704. Rescinding dissolution.

262 words·~1 min read·/ut/title-16/chapter-20/16-20-704

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

Effective 10/1/2026

(1)A limited liability company may rescind the limited liability company's dissolution, unless a statement of termination applicable to the limited liability company is effective, a court has entered an order under Subsection 16-20-701(4) or

(5)dissolving the limited liability company, or the division has dissolved the limited liability company under Section 16-1a-603 .

(2)Rescinding dissolution under this section requires:

(a)the consent of each member;

(b)if a statement of dissolution applicable to the limited liability company has been filed by the division but has not become effective, the delivery to the division for filing of a statement of withdrawal under Section 16-1a-205 applicable to the statement of dissolution; and

(c)if a statement of dissolution applicable to the limited liability company is effective, the delivery to the division for filing of a statement of correction under Section 16-1a-206 stating that dissolution has been rescinded under this section.

(3)If a limited liability company rescinds the limited liability company's dissolution:

(a)the limited liability company resumes carrying on the limited liability company's activities and affairs as if dissolution had never occurred;

(b)subject to Subsection (3)(c) , any liability incurred by the limited liability company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and

(c)the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

Renumbered and Amended by Chapter 93 , 2026 General Session