21-148 Winding up. - Nebraska Statutes

21-148. Winding up.(ULLCA 702) (a) A dissolved limited liabilitycompany shall wind up its activities, and the company continues after dissolutiononly for the purpose of winding up.(b) In winding up itsactivities, a limited liability company:(1) shall:(A) discharge the company's debts, obligations, orother liabilities, settle and close the company's activities, and marshaland distribute the assets of the company; and(B) deliver to the Secretary ofState for filing a statement of dissolution stating the name of the companyand that the company is dissolved; and(2) may:(A) preserve the company activities and property asa 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 bymediation or arbitration;(E)deliver to the Secretary of State for filing a statement of termination statingthe name of the company and that the company is terminated; and(F) perform other actsnecessary or appropriate to the winding up.(c) If a dissolved limited liability company has nomembers, the legal representative of the last person to have been a membermay wind up the activities of the company. If the person does so, the personhas the powers of a sole manager under subsection (c) of section 21-136 andis 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 declinesor fails to wind up the company's activities, a person may be appointed todo so by the consent of transferees owning a majority of the rights to receivedistributions as transferees at the time the consent is to be effective. Aperson 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 Statefor filing an amendment to the company's certificate of organization to:(A) state that the companyhas no members;(B)state that the person has been appointed pursuant to this subsection to windup the company; and (C)provide the street and mailing addresses of the person.(e) The district courtmay order judicial supervision of the winding up of a dissolved limited liabilitycompany, including the appointment of a person to wind up the company's activities:(1) on application ofa 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 tohave 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 appointedpursuant to subsection (d) of this section; or(3) in connection with a proceedingunder subdivision (a)(4) or (5) of section 21-147. SourceLaws 2010, LB888, § 48.Operative Date: January 1, 2011