(1) A
limited liability company dissolved under RCW 25.15.270 (2) or
(3) that has filed a certificate of dissolution under RCW 25.15.273 may revoke its dissolution within one hundred twenty
days of filing its certificate of dissolution.
(2)(a) Except as provided in (b) of this subsection,
revocation of dissolution must be approved in the same manner as
the dissolution was approved unless that approval permitted
revocation in some other manner, in which event the dissolution
may be revoked in the manner permitted.
(b) If dissolution occurred upon the happening of events
specified in the limited liability company agreement, revocation
of dissolution must be approved in the manner necessary to amend
the provisions of the limited liability company agreement
specifying the events of dissolution.
(3) After the revocation of dissolution is approved, the
limited liability company may revoke the dissolution and the
certificate of dissolution by delivering to the secretary of
state for filing a certificate of revocation of dissolution that
sets forth:
(a) The name of the limited liability company and a
statement that the name satisfies the requirements of RCW 25.15.010; if the name is not available, the limited liability
company must file a certificate of amendment changing its name
with the certificate of revocation of dissolution;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was
approved;
(d) If the limited liability company's managers revoked the
dissolution, a statement to that effect;
(e) If the limited liability company's managers revoked a
dissolution approved by the company's members, a statement that
revocation was permitted by action by the managers alone pursuant
to that approval; and
(f) If member approval was required to revoke the
dissolution, a statement that revocation of the dissolution was
duly approved by the members in accordance with subsection (2) of
this section.
(4) Revocation of dissolution and revocation of the
certificate of dissolution are effective upon the filing of the
certificate of revocation of dissolution.
(5) When the revocation of dissolution and revocation of the
certificate of dissolution are effective, they relate back to and
take effect as of the effective date of the dissolution and the
limited liability company resumes carrying on its activities as
if the dissolution had never occurred.
[2010 c 196 § 8; 2009 c 437 § 3.]