2020 Nebraska Revised Statutes
Chapter 21 - Corporations and Other Companies
21-148 Winding up.

21-148. Winding up.

(RULLCA 702) (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities, a limited liability company:

(1) shall:

(A) discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and

(B) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; and

(2) may:

(A) preserve the company activities and property as a going concern for a reasonable time;

(B) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(C) transfer the company's property;

(D) settle disputes by mediation or arbitration;

(E) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and

(F) perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under subsection (c) of section 21-136 and is deemed to be a manager for the purposes of subdivision (a)(2) of section 21-129.

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:

(1) has the powers of a sole manager under subsection (c) of section 21-136 and is deemed to be a manager for the purposes of subdivision (a)(2) of section 21-129; and

(2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to:

(A) state that the company has no members;

(B) state that the person has been appointed pursuant to this subsection to wind up the company; and

(C) provide the street and mailing addresses of the person.

(e) The district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:

(1) on application of a member, if the applicant establishes good cause;

(2) on the application of a transferee, if:

(A) the company does not have any members;

(B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or

(3) in connection with a proceeding under subdivision (a)(4) or (5) of section 21-147.

Source

• Laws 2010, LB888, § 48.

Annotations

• As a result of this section, no action can be maintained by or against a limited liability company after it has completed the winding up of its activities. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).

• This section is, in part, a survival statute for limited liability companies that extends companies' ability to sue and be sued as part of the winding-up powers. Midwest Renewable Energy v. American Engr. Testing, 296 Neb. 73, 894 N.W.2d 221 (2017).