{"data":{"id":"us-ne/neb.-rev.-stat.-21-148","jurisdiction":"us-ne","citation":"Neb. Rev. Stat. § 21-148","heading":"Neb. Rev. Stat. § 21-148","body":"(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.\n\n(b) In winding up its activities, a limited liability company:\n\n(1) shall:\n\n(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\n\n(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\n\n(2) may:\n\n(A) preserve the company activities and property as a going concern for a reasonable time;\n\n(B) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;\n\n(C) transfer the company's property;\n\n(D) settle disputes by mediation or arbitration;\n\n(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\n\n(F) perform other acts necessary or appropriate to the winding up.\n\n(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 .\n\n(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:\n\n(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\n\n(2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to:\n\n(A) state that the company has no members;\n\n(B) state that the person has been appointed pursuant to this subsection to wind up the company; and\n\n(C) provide the street and mailing addresses of the person.\n\n(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:\n\n(1) on application of a member, if the applicant establishes good cause;\n\n(2) on the application of a transferee, if:\n\n(A) the company does not have any members;\n\n(B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and\n\n(C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or\nmber, if the applicant establishes good cause;\n\n(2) on the application of a transferee, if:\n\n(A) the company does not have any members;\n\n(B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and\n\n(C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d) of this section; or\n\n(3) in connection with a proceeding under subdivision (a)(4) or (5) of section 21-147 .","path":["NE Code","Chapter 21"],"source_url":"https://nebraskalegislature.gov/laws/statutes.php?statute=21-148","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:21Z","sha256":"eac1d5737a45488f9be748b43e7379b2863a6cca8680958776cb5cf9b3618bef","source_id":"us-ne","stale":false,"prev":"us-ne/neb.-rev.-stat.-21-147","next":"us-ne/neb.-rev.-stat.-21-149"},"notice":"GroundRules: Original legal text. Not legal advice."}