48-249-609 - Filing notice of dissolution and effect.
48-249-609. Filing notice of dissolution and effect.
(a) Notice of dissolution. If dissolution of the LLC is approved under § 48-249-603, or if it occurs under § 48-249-601(a)(1), (2) or (7), the LLC shall file a notice of dissolution with the secretary of state. The notice shall contain:
(1) The name of the LLC; and
(2) (A) If the dissolution is approved under § 48-249-603(b), a statement that the requisite vote of the members was received, or that members validly took action without a meeting;
(B) If the dissolution occurs under § 48-249-601(a)(1), by the expiration of the LLC's duration, a statement of the expiration date; or
(C) If the dissolution occurs under § 48-249-601(a)(2) or (7), a brief statement of the event that caused the dissolution and the date of that event.
(b) Effect of dissolution. When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary or appropriate for the winding up and termination of the business and affairs of the LLC. The members shall retain the right to revoke the dissolution in accordance with § 48-249-613, and the right to remove or appoint directors, managers or officers. The LLC's existence shall continue to the extent necessary to wind up the affairs of the LLC, until the dissolution is revoked or articles of termination are filed with the secretary of state.
(c) Merger of dissolved LLC. As part of winding up, the LLC may participate in a merger under part 7 of this chapter, but the dissolved LLC shall not be the surviving entity.
(d) Remedies preserved. The filing of a notice of dissolution with the secretary of state does not affect any remedy in favor of the LLC, or any remedy against it or its members, directors, managers or officers in those capacities, except as provided in § 48-249-611.
[Acts 2005, ch. 286, § 1.]