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California Law (Last Updated: March 4, 2014) |
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Corporations Code - CORP |
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Title 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT |
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ARTICLE 7. Dissolution and Winding Up |
Section 17707.09.
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(a) Notwithstanding the filing of a certificate of dissolution, a majority in interest of the members may cause to be filed, in the office of, and on a form prescribed by, the Secretary of State, a certificate of continuation, in any of the following circumstances:
(1) The business of the limited liability company is to be continued pursuant to a unanimous vote of the remaining members.
(2) The dissolution of the limited liability company was by vote of the members pursuant to subdivision (b) of Section 17707.01 and each member who consented to the dissolution has agreed in writing to revoke his or her vote in favor of or consent to the dissolution.
(3) The limited liability company was not, in fact, dissolved.
(b) The certificate of continuation shall set forth all of the following:
(1) The name of the limited liability company and the Secretary of State's file number.
(2) The grounds provided by subdivision (a) that are the basis for filing the certificate of continuation.
(c) Upon the filing of a certificate of continuation, the certificate of dissolution shall be of no effect from the time of the filing of the certificate of dissolution.