21-147. Events causing dissolution; rescission; procedure.

(RULLCA 701) (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:

(1) an event or circumstance that the operating agreement states causes dissolution;

(2) the consent of all the members;

(3) the passage of ninety consecutive days during which the company has no members;

(4) on application by a member, the entry by the district court of an order dissolving the company on the grounds that:

(A) the conduct of all or substantially all of the company's activities is unlawful; or

(B) it is not reasonably practicable to carry on the company's activities in conformity with the certificate of organization and the operating agreement; or

(5) on application by a member, the entry by the district court of an order dissolving the company on the grounds that the managers or those members in control of the company:

(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(b) In a proceeding brought under subdivision (a)(5) of this section, the court may order a remedy other than dissolution.

(c) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company has become effective, the district court has entered an order under subdivision (a)(4) of this section dissolving the company, or the Secretary of State has administratively dissolved the company under section 21-151.

(d) Rescinding dissolution under this section requires:

(1) the consent of all the members; and

(2) if the limited liability company has delivered to the Secretary of State for filing a statement of dissolution under section 21-148 and:

(A) the statement has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under section 21-121 applicable to the statement of dissolution; or

(B) if the statement of dissolution has become effective, delivery to the Secretary of State for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.

(e) If a limited liability company rescinds its dissolution:

(1) the company resumes carrying on its activities and affairs as if dissolution had never occurred;

(2) subject to subdivision (e)(3) of this section, any liability incurred by the company after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and

(3) 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.

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