§ 29–807.06. Rescinding dissolution.

(a) A limited liability company may rescind its dissolution unless a statement of termination applicable to the company becomes effective, the Superior Court has entered an order under § 29-807.01(a)(4) or (5) dissolving the company, or the Mayor has dissolved the company under § 29-106.02.

(b) Rescinding dissolution under this section requires:

(1) The consent of each member;

(2) If a statement of dissolution applicable to the limited liability company has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal under § 29-102.04 applicable to the statement of dissolution; and

(3) If a statement of dissolution applicable to the limited liability company is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section.

(c) If a limited liability company rescinds its dissolution:

(1) The company resumes carrying on its activities and affairs as if dissolution never occurred;

(2) Subject to paragraph (3) of this subsection, any liability incurred by the company after the dissolution but before the rescission is effective is determined as if the dissolution never occurred; and

(3) The rights of a third party arising out of actions taken by the third party in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.