17-76,116.   Dissolution.(a) A limited liability company is dissolved andits affairs shall be wound up uponthe first to occur of the following:

      (1)   At the time specified in an operating agreement, but if no such time isset forth in theoperating agreement, then the limited liability company shall have a perpetualexistence;

      (2)   upon the happening of events specified in an operating agreement;

      (3)   unless otherwise provided in an operating agreement, upon the writtenconsent of themembers of the limited liability company; or, if there is more than one classor group of members,then by each class or group of members, in either case, by members who own morethan 50% of thethen-current percentage or other interest in the profits of the limitedliability company owned by allof the members or by the members in each class or group, as appropriate;

      (4)   at any time there are no members, provided that, unless otherwiseprovided in anoperating agreement, the limited liability company is not dissolved and is notrequired to be woundup if, within 90 days or such other period as is provided for in the operatingagreement after theoccurrence of the event that terminated the continued membership of the lastremaining member, thepersonal representative of the last remaining member agrees in writing tocontinue the limitedliability company and to the admission of the personal representative of suchmember or the personal representative's nomineeor designee to the limited liability company as a member, effective as of theoccurrence of the eventthat terminated the continued membership of the last remaining member; or

      (5)   the entry of a decree of judicial dissolution under K.S.A. 17-76,117, andamendments thereto.

      (b)   Unless otherwiseprovided in an operating agreement, the death, retirement, expulsion,bankruptcy or dissolution of any member or the occurrence of any other eventthat terminates thecontinued membership of any member shall not cause the limited liabilitycompany to be dissolvedor its affairs to be wound up, and upon the occurrence of any such event, thelimited liabilitycompany shall be continued without dissolution, unless within 90 days followingthe occurrence ofany such event, the remaining members of the limited liability company or, ifthere is more than oneclass or group of members, then the remaining members in each class or group ofmembers, in eithercase, by members who own more than 50% of the then-current percentage or otherinterest in the profits of the limited liability company owned by all of themembers or by the members in each classor group, as appropriate, agree in writing to dissolve the limited liabilitycompany.

      History:   L. 1999, ch. 119, § 55; Jan. 1, 2000.