PARRIS N. GLENDENING, Governor

Ch. 659

4A-907.

Following dissolution, [if the business or affairs of the limited liability company are
not continued under § 4A-904 of this subtitle,] a member OF A LIMITED LIABILITY
COMPANY can bind the limited liability company:

(1)     By any act appropriate for winding up the affairs of the limited liability
company or completing transactions unfinished at the time of dissolution, unless the
member purporting to act on behalf of the limited liability company does not have the
authority to do so and the person with whom the member is dealing has actual knowledge
or actual notice of the absence of authority; and

(2)     In any transaction which would have been binding on the limited liability
company had it not been dissolved; provided, that the person with whom the member is
dealing does not have actual knowledge or actual notice of the dissolution.

4A-909.

(a)     (1) [Unless the limited liability company is continued pursuant to § 4A-904
of this subtitle, the] THE remaining members OF A LIMITED LIABILITY COMPANY may
cause articles of dissolution to be filed with the Department at any time after dissolution
and before termination.

(2) Articles of dissolution shall contain:

(i) The name of the limited liability company;

(ii) The date of filing of the articles of organization and each
amendment thereto;

(iii) The date of the dissolution; and

(iv) Any other information the members determine.

(b)     (1) If, at any time after the articles of dissolution have been filed but before
the limited liability company has been terminated, the members UNANIMOUSLY agree to
continue the limited liability company [pursuant to § 4A-904 of this subtitle], the
members shall cause articles of continuation to be filed with the Department.

(2) Articles of continuation shall contain:

(i) The name of the limited liability company;

(ii) The date of filing of the articles of dissolution;

(iii) The date of dissolution set forth in the articles of dissolution;

(iv) The date the members agreed to continue the limited liability
company; and

(v) Any other information the members determine.

4A-910.

(a) The limited liability company is terminated on the later of:

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