35-8-901. Dissolution. (1) A limited liability company is dissolved and its affairs must be wound up when one of the following occurs:
     (a) at the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement;
     (b) consent of the number or percentage of members specified in the operating agreement;
     (c) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;
     (d) the expiration of the term specified in the articles of organization; or
     (e) entry of a decree of judicial dissolution under 35-8-902.
     (2) Subject to subsection (3), a limited liability company continues after dissolution only for the purpose of winding up its business.
     (3) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:
     (a) the limited liability company resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
     (b) the rights of a third party accruing under the provisions of 35-8-904(1) or arising out of conduct by the third party in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

     History: En. Sec. 46, Ch. 120, L. 1993; amd. Sec. 37, Ch. 302, L. 1999.