N.Y. Limited Liability Company Law § 701: Dissolution

§ 701. Dissolution. (a) A limited liability company is dissolved and

its affairs shall be wound up upon the first to occur of the following:

(1) the latest date on which the limited liability company is to

dissolve, if any, provided in the articles of organization, or the time

specified in the operating agreement, but if no such date is provided in

the articles of organization and if no such time is specified in the

operating agreement, then the limited liability company shall have a

perpetual existence;

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

(3) subject to any requirement in the operating agreement requiring

approval by any greater or lesser percentage in interest of the members

or class or classes or group or groups of members, the vote or written

consent of at least a majority in interest of the members or, if there

is more than one class or group of members, then by at least a majority

in interest of each class or group of members;

(4) at any time there are no members, provided that, unless otherwise

provided in the operating agreement, the limited liability company is

not dissolved and is not required to be wound up if, within one hundred

eighty days or such other period as is provided for in the operating

agreement after the occurrence of the event that terminated the

continued membership of the last remaining member, the legal

representative of the last remaining member agrees in writing to

continue the limited liability company and to the admission of the legal

representative of such member or its assignee to the limited liability

company as a member, effective as of the occurrence of the event that

terminated the continued membership of the last remaining member; or

(5) the entry of a decree of judicial dissolution under section seven

hundred two of this article.

(b) Unless otherwise provided in the operating agreement, the death,

retirement, resignation, expulsion, bankruptcy or dissolution of any

member or the occurrence of any other event that terminates the

continued membership of any member shall not cause the limited liability

company to be dissolved or its affairs to be wound up, and upon the

occurrence of any such event, the limited liability company shall be

continued without dissolution, unless within one hundred eighty days

following the occurrence of such event, a majority in interest of all of

the remaining members of the limited liability company or, if there is

more than one class or group of members, then by a majority in interest

of all the remaining members of each class or group of members, vote or

agree in writing to dissolve the limited liability company.

(c) A limited liability company whose original articles of

organization were filed with the secretary of state and effective prior

to the effective date of this subdivision shall continue to be governed

by this section as in effect on such date and shall not be governed by

this section, unless otherwise provided in the operating agreement.