[§428-802]  Limited liability company
continues after dissolution.  (a)  Subject to subsection (b), a limited
liability company continues after dissolution only for the purpose of winding
up its business.



(b)  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:



(1)  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



(2)  The rights of a third party accruing under
section 428‑804(a) or arising out of conduct in reliance on the
dissolution before the third party knew or received a notification of the
waiver are not adversely affected. [L 1996, c 92, pt of §1]