§ 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.