TITLE 30

CORPORATIONS

CHAPTER 25

LIMITED LIABILITY COMPANIES

PART 7

DISSOLUTION AND WINDING UP

30-25-703.  RESCINDING DISSOLUTION. (a) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company is effective, the district court has entered an order under section 30-25-701(a)(4), Idaho Code, dissolving the company, or the secretary of state has dissolved the company under section 30-21-602, Idaho Code.

(b)  Rescinding dissolution under this section requires:

(1)  The affirmative vote or consent of each member;

(2)  If a statement of dissolution applicable to the limited liability company has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal under section 30-21-204, Idaho Code, 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 secretary of state for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.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 had never occurred;

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

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

History:

[30-25-703, added 2015, ch. 243, sec. 49, p. 892; am. 2021, ch. 321, sec. 9, p. 950.]