A limited liability company may rescind its dissolution unless certain disqualifying events have occurred, and it must satisfy member approval and filing requirements.
1. 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 section 489.701, subsection 1, paragraph “d”, dissolving the company, or the secretary of state has dissolved the company under section 489.708. 2. Rescinding dissolution under this section requires all of the following: a. The affirmative vote or consent of each member. b. If the limited liability company has delivered to the secretary of state for filing a statement of dissolution and any of the following apply: (1) If the statement has not become effective, delivery to the secretary of state for filing of a statement of withdrawal under section 489.208 applicable to the statement of dissolution. (2) 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for filing of a statement of rescission stating the name of the limited liability company and that dissolution has been rescinded under this section. 3. If a limited liability company rescinds its dissolution all of the following apply: a. The limited liability company resumes carrying on its activities and affairs as if dissolution had never occurred. b. Subject to paragraph “c”, any liability incurred by the limited liability company after the dissolution and before the rescission has become effective shall be determined as if dissolution had never occurred. 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 must not be adversely affected. 2019 Acts, ch 26, §57 C2020, §489.701A 2020 Acts, ch 1063, §266, 267; 2023 Acts, ch 152, §54, 143, 161 C2024, §489.703 Referred to in §489.109, 489.702 Former §489.703 transferred to §489.704; 2023 Acts, ch 152, §143, 161