(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:
(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
(2) The rights of a third party accruing under section 8-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
Structure West Virginia Code
Chapter 31B. Uniform Limited Liability Company Act
Article 8. Winding Up Company's Business
§31B-8-801. Events Causing Dissolution and Winding Up of Company's Business
§31B-8-802. Limited Liability Company Continues After Dissolution
§31B-8-803. Right to Wind Up Limited Liability Company's Business
§31B-8-804. Member's or Manager's Power and Liability as Agent After Dissolution
§31B-8-805. Articles of Termination
§31B-8-806. Distribution of Assets in Winding Up Limited Liability Company's Business
§31B-8-807. Known Claims Against Dissolved Limited Liability Company
§31B-8-808. Other Claims Against Dissolved Limited Liability Company
§31B-8-809. Grounds for Administrative Dissolution
§31B-8-810. Procedure for and Effect of Administrative Dissolution
§31B-8-811. Reinstatement Following Administrative Dissolution