21-148. Winding up.
637 words·~3 min read·
/ne/chapter-21/21-148A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(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 .
The judicial supervision of the winding up of a limited liability company is a multifaceted special proceeding, and an order that ends a discrete phase of the proceeding affects a substantial right because it finally resolves the issues raised in that phase. Schreiber Bros. Hog Co. v. Schreiber, 312 Neb. 707, 980 N.W.2d 890 (2022).
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).