(a) Within ninety days following the
dissolution and the commencement of winding up of the limited liability
company, or at any other time after the expiration of the time period
for continuation of the limited liability company without the agreement
in writing to continue by the legal representative of the last remaining
member under paragraph four of subdivision (a) of section seven hundred
one of this article has expired, articles of dissolution shall be filed
with the department of state entitled "Articles of dissolution of...
(name of limited liability company) under section seven hundred five of
the Limited Liability Company Law" and executed in accordance with
section two hundred seven of this chapter. The articles of dissolution
shall set forth:
(1) the name of the limited liability company; and if it has been
changed, the name under which it was formed;
(2) the date of filing of its articles of organization;
(3) the event giving rise to the filing of the articles of
(4) any other information the persons filing the articles determine.
(b) The cancellation of the articles of organization is effective at
the time of filing of the articles of dissolution.
(c) The cancellation of the articles of organization shall not affect
the liability of the members during the period of winding up and
termination of the limited liability company.