Ch. 659                                    1997 LAWS OF MARYLAND

(4)] At the time of the entry of a decree of judicial dissolution under §
4A-903 of this subtitle; OR

(4) EXCEPT AS OTHERWISE PROVIDED IN THE OPERATING
AGREEMENT, AT THE TIME THE LIMITED LIABILITY COMPANY HAS HAD NO
MEMBERS FOR A PERIOD OF 90 CONSECUTIVE DAYS.

[4A-904.

Notwithstanding any other provision of this title, if there is at least one remaining
member, the limited liability company may continue to carry on its business or affairs
following dissolution, other than a judicial decree of dissolution, if, within 90 days after
the event causing dissolution, the remaining member consents, or, if there is more than
one remaining member, the remaining members unanimously consent to the continuation
of the limited liability company.]

[4A-905.

Unless the operating agreement provides otherwise, if the limited liability company
is continued under § 4A-904 of this subtitle following dissolution:

(1)     Subject to the limitations of § 4A-503 of this title, a person ceasing to be
a member, or the legal representative or other successor to the interest of that member,
shall be entitled to receive, in liquidation of the member's interest:

(i) The distributions, if any, which that member is entitled to receive
under the operating agreement; or

(ii) If not otherwise provided in the operating agreement, within a
reasonable time after that person has ceased to be a member, the fair market value of
that person's interest in the limited liability company as of the date the person ceased to

be a member; and

(2)     Unless otherwise agreed, the members of the limited liability company
continuing the business following dissolution will be deemed to have entered into an
operating agreement under § 4A-402 of this title containing the same terms and
conditions as those contained in the operating agreement in effect immediately prior to
the dissolution, except that the members bound by the operating agreement shall be only
those members whose interests are not required to be liquidated pursuant to this section
or the operating agreement.]

4A-906.

(a) Unless otherwise provided in the articles of organization or the operating
agreement, [or unless the business or affairs of the limited liability company are
continued under § 4A-904 of this subtitle,] the remaining members OF A LIMITED
LIABILITY COMPANY may wind up the affairs of the limited liability company.

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