2023 New York Laws › LLC - Limited Liability Company Law › Article 7 - Dissolution › 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.